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) 100,000,000 shares of Acquiror Common Stock, 10,011,662 of which are issued and outstanding as of the date of this Agreement and (ii) 1,000,000 shares of Acquiror preferred stock, of which no shares are issued and outstanding as of the date of this Agreement ((i) and (ii) together, the “Acquiror Securities”). Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interests. 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 The authorized capital stock of Acquiror (without giving effect to the filing of the date Amended and Restated Certificate of Incorporation or the other transactions contemplated by this Agreement, the authorized share capital of Acquiror ) consists of 261,000,000 shares, including (i) 100,000,000 200,000,000 shares of Acquiror Class A Common Stock, 10,011,662 35,490,000 shares of which are issued and outstanding as outstanding, (ii) 30,000,000 shares of the date Acquiror Class B Common Stock, 5,000,000 shares of this Agreement which are issued and outstanding, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding, and (iiiv) 1,000,000 shares of Acquiror 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 (iiiv) togethercollectively, the “Acquiror Securities”). Except for (i) The foregoing represents all of the issued and outstanding Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, Securities as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interestsof 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 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; and (iv) are free and clear of any Liens. As of the Effective Time, each share of Acquiror Class B Common Stock shall convert into an aggregate of 6,088,235 shares of Acquiror Class A Common Stock and each share of Acquiror Class K Common Stock shall convert into an aggregate of 8,697,479 shares of Acquiror Class A Common Stock.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of (i) 100,000,000 shares of Acquiror Common Stock, 10,011,662 of which are issued and outstanding as of the date of this Agreement and (ii) 1,000,000 shares of Acquiror preferred stock, of which no shares are issued and outstanding as of the date of this Agreement ((i) and (ii) together, the “Acquiror SecuritiesCapital Stock”). Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interests. All issued and outstanding shares of Acquiror Securities Capital 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 have 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. (b) The Acquiror Common Shares (including such portion of the Aggregate Merger Consideration that is Acquiror Common Shares), when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Acquiror’s Governing Documents, or any Contract to which Acquiror is a party or otherwise bound. (c) Acquiror has no Subsidiaries apart from Merger Sub and WTMA Merger Sub, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Acquiror is not party to any Contract that obligates Acquiror to invest money in, loan money to or make any capital contribution to any other Person. Merger Sub is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own and operate its properties and assets and to carry on its business as currently conducted. All of the membership interests of Merger Sub were duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, and are solely owned by Acquiror, free and clear of any Liens.

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) 100,000,000 500,000,000 shares of Acquiror Class A Common Stock, 10,011,662 27,800,287 of which are issued and outstanding as of the date of this Agreement and (subject to all Cayman Acquiror Units separating in full), (ii) 1,000,000 50,000,000 shares of Acquiror preferred stockClass B Common Stock, of which no 6,950,072 shares are issued and outstanding as and (iii) 5,000,000 preferred shares of the date of this Agreement which none and issued and outstanding (clauses (i) and (ii) togethercollectively, the “Acquiror "Cayman Securities”"). Except for As of immediately prior to the First Effective Time (without giving effect to any subscriptions under the Subscription Agreements or the PIPE Other Subscription Agreement), the authorized share capital of Acquiror will be $325,000.00 divided into (i) the 1,750,000,000 shares of Acquiror UnitsClass A Common Stock, 34,750,359 of which will be issued and outstanding (subject to all Domesticated Acquiror Units separating in full), (ii) the 600,000,000 shares of Acquiror Rights Class B Common Stock, of which 0 shares will be issued and outstanding, (iii) 800,000,000 shares of Domesticated Acquiror Class C Common Stock, of which 0 shares will be issued and outstanding, and (iv) 100,000,000 shares of blank check preferred stock, of which 0 shares will be issued and outstanding (clauses (i) through (iv), together with the unit purchase option to purchase 600,000 Cayman Securities, the "Acquiror Units at a price of $11.50 per unit, as Securities"). The foregoing represents all of the date hereof, there are no issued and outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interestsSecurities. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; 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 '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 '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, and without taking into effect the issuance of the Forward Purchase Securities, the authorized share capital stock of Acquiror consists of (i) 100,000,000 shares of Acquiror Class A Common Stock, 10,011,662 of which 34,500,000 are issued and outstanding, (ii) 10,000,000 shares of Acquiror Class B Common Stock, of which 8,625,000 are issued and outstanding as of the date of this Agreement and (iiiii) 1,000,000 shares of Acquiror preferred stock, par value $0.0001 per share, of Acquiror, of which no shares are issued and outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror as of the date of this Agreement Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (iy) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (iiz) together, up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the “Acquiror Securities”). Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, as exercise of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interestsWorking Capital Warrants. All issued and outstanding shares of Acquiror Securities Class A Common 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 Securities Laws, and all requirements set forth in (1A) Acquiror’s Governing Documents, and (2B) any other applicable Contracts governing the issuance of such securitiesEquity Interests; 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 Law or any Contract to which Acquiror is a party or otherwise boundbound (other than transfer restrictions under applicable Securities Laws and Acquiror’s Governing Documents); and (iv) are free and clear of any Liens (other than such Liens as created by applicable Securities Laws). All shares of capital stock of Acquiror are uncertificated, book-entry Equity Interests.

Capitalization of Acquiror. (a) As of the date of this Agreement, the The authorized share capital stock of Acquiror consists of (i) 100,000,000 shares of Acquiror Common StockStock and 10,000,000 shares of preferred stock, 10,011,662 par value $0.0001 per share. As of the Closing Date, after giving effect to the terms of the Contribution and Cancellation Agreement, a copy of which are issued and outstanding is attached hereto as of the date of this Agreement and (ii) 1,000,000 Exhibit C, there will be 700,000 shares of Acquiror preferred stockStock outstanding, of which and no shares are issued and of Acquiror's preferred stock will be outstanding as of the date of this Agreement ((i) and (ii) together, the “Acquiror Securities”). Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interestsdesignated. All issued and shares of Acquiror Stock currently outstanding Acquiror Securities (i) have been duly authorized and authorized, validly issued and are fully paid and non-assessable; (ii) . There are no outstanding options, warrants, calls, stock appreciation rights, phantom stock or similar rights with respect to any securities of the Company, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require Acquiror to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of securities or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and right occurring in respect of holders of the capital stock of Acquiror. There are no conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person that such Person is entitled to acquire or receive from Acquiror any shares of Acquiror's capital stock. The issuances of all of the outstanding shares of Acquiror Stock have been offered, sold and issued in compliance with applicable Law, including U.S. federal and state securities Lawslaws, all other Laws and all requirements set forth in (1) Acquiror’s Governing Organizational Documents. There are no bonds, and debentures, notes or other indebtedness of Acquiror having the right to vote (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject toor convertible into, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription or exchangeable for or carrying a right or any similar option to purchase, securities having the right under any provision to vote or consent) in respect of any applicable Law, Acquiror’s Governing Documents or any Contract matters as to which holders of Acquiror is a party or otherwise boundStock may vote.

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital stock of Acquiror the Company consists of (i) 100,000,000 75,000,000 shares of Acquiror Class A Common Stock, 10,011,662 of which 28,750,000 are issued and outstanding as of the date of this Agreement and outstanding, (ii) 1,000,000 10,000,000 shares of Acquiror Class B Common Stock, of which 3,833,333 are issued and outstanding, (iii) 15,000,000 shares of Acquiror Class C Common Stock, of which 5,750,000 are issued and outstanding, and (iv) 1,000,000 preferred stockshares of par value $0.0001, of which no shares are issued and outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror as of the date of this Agreement ((i) and (ii) together, Agreement. An additional 9,583,333 shares of Acquiror Class A Common Stock are issuable upon the “Acquiror Securities”). Except for (i) exercise of the Acquiror Units, (ii) Public Warrants and 5,166,667 shares of Class A Common Stock are issuable upon the exercise of the Acquiror Rights and Private Warrants. In addition, $1,500,000 of working capital loans (iii“Working Capital Loans”) can be made by Affiliates of Acquiror that may be converted into warrants substantially similar to the unit purchase option to purchase 600,000 Acquiror Units Private Warrants at a price of $11.50 1.50 per unit, as warrant at the option of the date hereoflender, there and 1,000,000 shares of Class A Common Stock are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from issuable upon the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for exercise of such equity interestswarrants. All issued and outstanding shares of Acquiror Securities Class A Common 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 (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 free and clear of any Liens. All shares of capital stock of Acquiror are uncertificated, book-entry equity interests. 56

Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of is $50,000 divided into (i) 100,000,000 shares of 479,000,000 Acquiror Class A Common StockShares, 10,011,662 of which 26,100,000 shares are issued and outstanding as of the date of this Agreement and outstanding, (ii) 20,000,000 Acquiror Class B Common Shares, of which 6,325,000 shares are issued and outstanding, and (iii) 1,000,000 preference shares of Acquiror preferred stockpar value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement (clauses (i), (ii) and (iiiii) togethercollectively, the “Acquiror Securities”). Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of $11.50 per unit, as As of the date hereofof this Agreement, there 18,165,610 rights, each entitling the holder thereof to receive one-sixteenth (1/16) of one Acquiror Class A Common Share upon the consummation of Acquiror’s Business Combination, are no issued and outstanding options, warrants or other rights to subscribe for, purchase or acquire from (the Acquiror, “Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interestsRights”). All issued and outstanding Acquiror Securities and Acquiror Rights (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 were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and Acquiror’s Governing Documents; 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.