Common use of Capitalization of Acquiror Clause in Contracts

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital stock of Acquiror is $55,500.00 divided into consists of (i) 500,000,000 100,000,000 shares of Acquiror Class A Common Stock, 23,000,000 938,090 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 6,900,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 2,000,000 shares of preferred stock, par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into consists of (i) 500,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 29,900,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, of which 5,750,000 7,475,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror SecuritiesShares”). The foregoing represents all of the issued and outstanding Acquiror Securities Shares as of the date of this Agreement. All issued and outstanding Acquiror Securities Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into consists of (i) 500,000,000 shares of 300,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 11,615,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 30,000,000 Acquiror Class B Common StockOrdinary Shares, of which 5,750,000 2,875,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror SecuritiesShares”). The foregoing represents all of the issued and outstanding Acquiror Securities Shares as of the date of this Agreement. All issued and outstanding Acquiror Securities Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 11,100.00 divided into (i) 500,000,000 100,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which 34,500,000 shares are issued and outstanding as of the date of this Agreementoutstanding, (ii) 50,000,000 10,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 8,625,000 shares are issued and outstanding as of the date of this Agreementoutstanding, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement (clauses (i), (ii) and (iii) ), collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 55,500 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 37,375,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 9,343,750 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into consists of (i) 500,000,000 87,500,000 shares of Acquiror Class A Common Stock, 23,000,000 48,300,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 12,500,000 shares of Acquiror Class B Common Stock, of which 5,750,000 12,075,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 22,100.00 divided into (i) 500,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 21,500,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, 5,375,000 of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of shares, par value $0.0001 each0.0001, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 80,500,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares Shares of Acquiror Class B Common Stock, 20,125,000 of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of shares, par value $0.0001 each0.0001, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 200,000,000 shares of Acquiror Class A Common Stock, 23,000,000 28,407,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 6,875,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) ), collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 2,457,892 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 41,400,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 10,350,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 US$50,000 divided into (i) 500,000,000 shares of 479,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 31,625,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, of which 5,750,000 7,906,250 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of par value $0.0001 each, of which no such shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) ), together with the Acquiror Warrants and Acquiror Units, collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreementhereof, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 34,500,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 8,625,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents represent all of the issued and outstanding Acquiror Securities as of the date of this AgreementSecurities. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s the Acquiror Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s the Acquiror Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 22,100 divided into (i) 500,000,000 200,000,000 shares of Acquiror Class A Common Stock, 23,000,000 20,000,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 5,000,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into 501,000,000, consisting of (i) 500,000,000 450,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which 40,000,000 shares are issued and outstanding as of the date of this Agreementoutstanding, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 10,000,000 shares are issued and outstanding as of the date of this Agreementoutstanding, and (iii) 5,000,000 preference 1,000,000 shares of par value $0.0001 eachAcquiror Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement outstanding, (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound; and (iv) are fully vested and not otherwise subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, except as contemplated by the Sponsor Agreement.

Capitalization of Acquiror. (a) As of the date of this AgreementOriginal Agreement Date, the authorized share capital of Acquiror is $55,500.00 221,000,000 divided into (i) 500,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 34,500,000 of which are issued and outstanding as of the date of this AgreementOriginal Agreement Date, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, 8,625,000 of which 5,750,000 shares are issued and outstanding as of the date of this AgreementOriginal Agreement Date, and (iii) 5,000,000 1,000,000 preference shares of shares, par value $0.0001 each0.0001, of which no shares are issued and outstanding as of the date of this Original Agreement Date ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this AgreementOriginal Agreement Date. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 221,000,000 divided into (i) 500,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 27,600,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, of which 5,750,000 6,900,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 55,000 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which 82,800,000 shares are issued and outstanding as of (including those underlying the date of this AgreementAcquiror Units), (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 20,700,000 shares are issued and outstanding as of the date of this Agreementoutstanding, and (iii) 5,000,000 preference shares of preferred shares, par value $0.0001 eachper share, of which no shares are issued and outstanding as of (the date of this Agreement (foregoing clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 22,100 divided into (i) 500,000,000 200,000,000 shares of Acquiror Class A Common Stock, 23,000,000 4,445,813 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 7,187,500 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common StockOrdinary Shares, 23,000,000 of which 97,750,000 shares are issued and outstanding (including those underlying the Cayman Acquiror Units), (ii) 50,000,000 Acquiror Class B Ordinary Shares, of which 24,437,500 shares are issued and outstanding, and (iii) 5,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 221,000,000 divided into (i) 500,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 23,000,000 34,500,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, 8,625,000 of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 1,000,000 preference shares of shares, par value $0.0001 each0.0001, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreementhereof, the authorized share capital of Acquiror is $55,500.00 11,000.00 divided into (i) 500,000,000 100,000,000 shares of Acquiror CF Class A Common Stock, 23,000,000 of which 28,264,713 shares are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 10,000,000 shares of Acquiror CF Class B Common Stock, of which 5,750,000 7,064,063 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents represent all of the issued and outstanding Acquiror Securities as of the date of this AgreementSecurities. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s the Acquiror Governing Documents, Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s the Acquiror Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into 301,000,000 consisting of (i) 500,000,000 280,000,000 shares of Acquiror Class A Common Stock, 23,000,000 30,079,500 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 9,487,500 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 401,000,000 divided into (i) 500,000,000 380,000,000 shares of Acquiror Class A Common Stock, 23,000,000 34,500,000 of which are issued and outstanding as of the date of this Agreement, ; (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 8,625,000 shares are issued and outstanding as of the date of this Agreement, ; and (iii) 5,000,000 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital stock of Acquiror is $55,500.00 divided into consists of (i) 500,000,000 75,000,000 shares of Acquiror Class A Common Stock, 23,000,000 6,255,019 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 10,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 6,250,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference 1,000,000 shares of preferred stock, par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 22,100.00 divided into (i) 500,000,000 200,000,000 shares of Acquiror Class A Common Stock, 23,000,000 27,600,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 20,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 6,900,000 shares are issued and outstanding as of the date of this Agreement, Agreement and (iii) 5,000,000 preference 1,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; , (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securities; securities and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date of this Agreementhereof, the authorized share capital of Acquiror is $55,500.00 55,000.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which 69,000,000 shares are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 17,250,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference preferred shares (“Acquiror Preferred Shares”) of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents represent all of the issued and outstanding Acquiror Securities as of the date of this AgreementSecurities. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s the Acquiror Governing Documents, Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s the Acquiror Governing Documents or any Contract to which Acquiror is a party or otherwise bound.