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 consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Acquiror Class A Common Stock, 8,461,392 of which are issued and outstanding as of the date of this Agreement, (iii) 100,000 shares of Acquiror Class B Common Stock, none of which is issued or outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding shares of Acquiror Stock as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock (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 consists of (i) 400,000 100,000,000 shares of Acquiror Preferred Class A Common Stock, none 938,090 of which is are issued or and outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Acquiror Class A B Common Stock, 8,461,392 of which 6,900,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 100,000 2,000,000 shares of Acquiror Class B Common Stockpreferred stock, none par value $0.0001 each, of which is no shares are issued or and outstanding as of the date of this AgreementAgreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 37,500,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 9,375,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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 (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of 200,000,000 Acquiror Class A Common StockOrdinary Shares, 8,461,392 29,900,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 shares of 20,000,000 Acquiror Class B Common StockOrdinary Shares, none of which is 7,475,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 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 Shares”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Shares as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 Agreementhereof, the authorized share capital of Acquiror consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 38,259,457 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 9,564,864 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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 (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents represent all of the issued and outstanding shares of Acquiror Stock as of the date of this AgreementSecurities. All issued and outstanding shares of Acquiror Stock 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 Agreementhereof, the authorized share capital of Acquiror consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 34,500,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 8,625,000 shares are issued or and outstanding as of the date of this AgreementAgreement and (iii) 5,000,000 preference 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 (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing clauses represents all of the issued and outstanding shares of Acquiror Stock as of the date of this AgreementSecurities. All issued and outstanding shares of Acquiror Stock 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 consists of is (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 25,000,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 6,250,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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), together with the Acquiror Warrants and Acquiror Units, collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of (i) 400,000 100,000,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Acquiror Class A Common Stock, 8,461,392 10,011,662 of which are issued and outstanding as of the date of this Agreement, Agreement and (iiiii) 100,000 1,000,000 shares of Acquiror Class B Common Stockpreferred stock, none of which is no shares are issued or and outstanding as of the date of this AgreementAgreement ((i) and (ii) together, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 stock of Acquiror consists of 261,000,000 shares, including (i) 400,000 200,000,000 shares of Acquiror Preferred Class A Common Stock, none 42,734,412 shares of which is are issued or and outstanding as of the date of this Agreement, (ii) 20,000,000 30,000,000 shares of Acquiror Class A B Common Stock, 8,461,392 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, (iii) 100,000 30,000,000 shares of Acquiror Class B K Common Stock, none 5,000,000 shares of which is are issued or and outstanding as of the date of this Agreement, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 in all material respects 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 consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 23,974,632 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 5,993,658 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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 shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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.. 77

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of is (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common StockStock of par value $0.0001 each, 8,461,392 41,400,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common StockStock of par value $0.0001 each, none of which is 10,350,000 shares are issued or 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), together with the Acquiror Warrants and Acquiror Units, collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 of which 23,000,000 shares are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 5,750,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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 shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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) in all material respects 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 consists of (i) 400,000 shares of 300,000,000 Acquiror Preferred StockCommon Shares, none of which is issued or outstanding as of the date of this Agreement, divided into (iiA) 20,000,000 shares of 280,000,000 Acquiror Class A Common StockShares, 8,461,392 15,000,000 of which are issued and outstanding as of the date of this Agreement, and (iiiB) 100,000 shares of 20,000,000 Acquiror Class B Common StockShares, 3,750,000 of which are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 each, none of which is are issued or outstanding as of the date of this Agreement. The Subject to the PIPE Investment and the Acquiror Share Redemptions, the foregoing represents represent all of the issued and or outstanding shares of Acquiror Stock as of the date of this AgreementShares. All issued and outstanding shares of Acquiror Stock Common Shares (i1) have been duly authorized and validly issued and are fully paid and non-assessable; , (ii2) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1x) Acquiror’s Governing Documents, Documents and (2y) any other applicable Contracts governing the issuance of such securities; securities and (iii3) are have not subject to, nor have they been issued in violation of, 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 consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of 300,000,000 Acquiror Class A Common StockOrdinary Shares, 8,461,392 11,500,000 of which are issued and outstanding as of the date of this Agreement, 256,668 of which remain in unseparated units issued in Acquiror’s initial public offering (iii“Units”) 100,000 shares and 11,243,332 of which have separated from Units and are trading separately on the Nasdaq Global Market, (ii) 30,000,000 Acquiror Class B Common StockOrdinary Shares, none of which is 2,875,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 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 Shares”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Shares as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 82,800,000 of which are issued and outstanding as of the date of this Agreement, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 20,700,000 shares are issued or and outstanding as of the date of this Agreement, and (iii) 5,000,000 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 shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of 100,000,000 Acquiror Class A Common Stock, 8,461,392 5,520,264 of which are issued and outstanding as of the date of this Agreement, 402,216 of which remain in unseparated units issued in the IPO (iii“Units”) 100,000 shares and 5,118,048 of which have separated from Units and are trading separately on the Nasdaq Global Market, (ii) 10,000,000 Acquiror Class B Common Stock, none of which is 2,156,250 shares are issued or and outstanding as of the date of this Agreement, and (iii) 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 Shares”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Shares as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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 consists of (i) 400,000 shares of 480,000,000 Acquiror Preferred StockCayman Common Shares, none of which is issued or outstanding as of the date of this Agreement, divided into (iiA) 20,000,000 shares of 400,000,000 Acquiror Cayman Class A Common StockShares, 8,461,392 172,500,000 of which are issued and outstanding as of the date of this Agreement, and (iiiB) 100,000 80,000,000 Acquiror Cayman Class B Shares, 43,125,000 of which are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 preference shares of Acquiror Class B Common Stockpar value $0.0001 each, none of which is are issued or outstanding as of the date of this Agreement. The Subject to the Domestication, the PIPE Investment and the Acquiror Share Redemptions, the foregoing represents represent all of the issued and or outstanding shares of Acquiror Stock as of the date of this AgreementShares. All issued and outstanding shares of Acquiror Stock Cayman Ordinary Shares (i1) have been duly authorized and validly issued and are fully paid and non-assessable; , (ii2) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1x) Acquiror’s Governing Documents, Documents and (2y) any other applicable Contracts governing the issuance of such securities; securities and (iii3) are have not subject to, nor have they been issued in violation of, 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 consists of 111,000,000 shares of capital stock, including (i) 400,000 110,000,000 shares of Acquiror Preferred Common Stock, none of which is issued or outstanding as of the date of this Agreement, divided into (iiA) 20,000,000 100,000,000 shares of Acquiror Class A Common Stock, 8,461,392 17,770,000 of which are issued and outstanding as of the date of this Agreement, and (iiiB) 100,000 10,000,000 shares of Acquiror Class B Common Stock, 4,312,500 of which are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 shares of preferred stock, none of which is are issued or outstanding as of the date of this Agreement, each with a par value of $0.0001 per share. The Subject to the PIPE Investment and the Acquiror Share Redemptions, the foregoing represents represent all of the issued and or outstanding shares of Acquiror Stock as of the date of this AgreementShares. All issued and outstanding shares of Acquiror Common Stock (i1) have been duly authorized and validly issued and are fully paid and non-assessable; , (ii2) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1x) Acquiror’s Governing Documents, Documents and (2y) any other applicable Contracts governing the issuance of such securities; securities and (iii3) are have not subject to, nor have they been issued in violation of, 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.. 57

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of is $55,500.00 divided into (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 500,000,000 shares of Acquiror Class A Common Stock, 8,461,392 of which 69,000,000 shares are issued and outstanding as of the date of this Agreementoutstanding, (iiiii) 100,000 50,000,000 shares of Acquiror Class B Common Stock, none of which is 17,250,000 shares are issued or and outstanding, and (iii) 5,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of (clauses (i), (ii) and (iii) collectively, the date of this Agreement“Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of Acquiror Stock Securities as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock 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.