Common use of Capitalization of Acquiror Clause in Contracts

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 capital stock of Acquiror consists of (i) 100,000,000 shares of Acquiror Class A Common Stock, 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 and (iii) 1,000,000 shares of 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. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All issued and outstanding shares of Acquiror 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 Securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interests; (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 similar right under any provision of any applicable Law or any Contract to which Acquiror is a party or otherwise bound (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, and without taking into effect the issuance of the Forward Purchase Securities, the authorized share capital stock of Acquiror consists of is $55,500.00 divided into (i) 100,000,000 500,000,000 shares of Acquiror Class A Common Stock, 27,800,287 of which 34,500,000 are issued and outstandingoutstanding (subject to all Cayman Acquiror Units separating in full), (ii) 10,000,000 50,000,000 shares of Acquiror Class B Common Stock, of which 8,625,000 6,950,072 shares are issued and outstanding and (iii) 1,000,000 5,000,000 preferred shares of which none and issued and outstanding (clauses (i) and (ii) collectively, the "Cayman Securities"). 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) 1,750,000,000 shares of Acquiror Class A Common Stock, 34,750,359 of which will be issued and outstanding (subject to all Domesticated Acquiror Units separating in full), (ii) 600,000,000 shares of Acquiror 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, par value $0.0001 per share, of Acquiror, of which no 0 shares are will be issued and outstandingoutstanding (clauses (i) through (iv), together with the Cayman Securities, the "Acquiror Securities"). The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror as of the date of this Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital WarrantsSecurities. All issued and outstanding shares of Acquiror Class A Common Stock 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 Securities federal and state securities Laws, and all requirements set forth in (A) Acquiror’s 's Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interests; 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 Law, Acquiror's Governing Documents or any Contract to which Acquiror is a party or otherwise bound (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 Interestsbound.

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 capital stock of Acquiror the Company consists of (i) 100,000,000 75,000,000 shares of Acquiror Class A Common Stock, of which 34,500,000 28,750,000 are issued and outstanding, (ii) 10,000,000 shares of Acquiror Class B Common Stock, of which 8,625,000 3,833,333 are issued and outstanding and outstanding, (iii) 1,000,000 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 stock, shares of par value $0.0001 per share, of Acquiror0.0001, 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. In addition, (x) 8,625,000 An additional 9,583,333 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 Warrants and 5,166,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants. In addition, $1,500,000 of working capital loans (“Working Capital Loans”) can be made by Affiliates of Acquiror that may be converted into warrants substantially similar to the Acquiror Private Warrants at a price of $1.50 per warrant at the option of the lender, and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrantssuch warrants. All issued and outstanding shares of Acquiror 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 Securities federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interestssecurities; (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 Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound (other than transfer restrictions under applicable Securities Laws and Acquiror’s Governing Documents)bound; and (iv) are free and clear of any Liens (other than such Liens as created by applicable Securities Laws)Liens. All shares of capital stock of Acquiror are uncertificated, book-entry Equity Interests.equity interests. 56

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 is $50,000 divided into (i) 100,000,000 shares of 479,000,000 Acquiror Class A Common StockShares, of which 34,500,000 26,100,000 shares are issued and outstanding, (ii) 10,000,000 shares of 20,000,000 Acquiror Class B Common StockShares, of which 8,625,000 6,325,000 shares are issued and outstanding outstanding, and (iii) 1,000,000 preference shares of preferred stock, par value $0.0001 per share, of Acquiroreach, of which no shares are issued and outstandingoutstanding (clauses (i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror as As of the date of this Agreement. In addition, 18,165,610 rights, each entitling the holder thereof to receive one-sixteenth (x1/16) 8,625,000 shares of one Acquiror Class A Common Stock are issuable Share upon the exercise consummation of Acquiror’s Business Combination, are issued and outstanding (the “Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital WarrantsRights”). All issued and outstanding shares of Acquiror Class A Common Stock 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 Securities federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interestssecurities, 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 Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound (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 Interestsbound.

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 500,000,000 Acquiror Class A Common StockShares, of which 34,500,000 25,000,000 shares are issued and outstandingoutstanding as of the date of this Agreement, (ii) 10,000,000 shares of Acquiror 20,000,000 Class B Common Stock, of which 8,625,000 are issued and outstanding and (iii) 1,000,000 shares of preferred stockF ordinary shares, par value $0.0001 per share, of Acquirorwhich 6,243,480 shares are issued and outstanding as of the date of this Agreement and owned beneficially and of record by the Persons set forth on Section 7.14(a) of the Acquiror Disclosure Letter (including 6,037,070 shares that are owned beneficially and of record by Sponsor) (such issued and outstanding Class F ordinary shares, the “Founder Shares”), and (iii) 5,000,000 preferred shares, par value $0.0001 per share (“Acquiror Preferred Shares”), 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 (collectively, the “Acquiror Shares”). Without giving effect to the PIPE Investment or the Domestication, as of immediately prior to the Closing, but after giving effect to the transactions contemplated by the Contribution Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A shall have 25,000,000 Acquiror Common Stock are issuable upon the exercise of the Acquiror Public WarrantsShares issued and outstanding, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All 993,480 Founder Shares issued and outstanding shares (960,635 of which shall be owned beneficially and of record by Sponsor as of such date), 3,250,000 Founder Contingent Shares issued and outstanding (3,142,555 of which shall be owned beneficially and of record by Sponsor as of such date) and no Acquiror Class A Common Stock (i) Preferred Shares issued and outstanding. All of the issued and outstanding Acquiror Shares have been duly authorized and validly issued and issued, are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including Securities Lawsnonassessable, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interests; (iii) are were 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 similar right under any provision of any applicable Law or any Contract to which Acquiror is a party or otherwise bound (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 Interestspreemptive rights.

Capitalization of Acquiror. (a) As of the date of this Agreement, and without taking into effect the issuance of the Forward Purchase Securities, the The authorized capital stock of Acquiror (without giving effect to the filing of the Amended and Restated Certificate of Incorporation or the other transactions contemplated by this Agreement) consists of 261,000,000 shares, including (i) 100,000,000 200,000,000 shares of Acquiror Class A Common Stock, 35,490,000 shares of which 34,500,000 are issued and outstanding, (ii) 10,000,000 30,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which 8,625,000 are issued and outstanding outstanding, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding, and (iiiiv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of Acquiror, of which no shares are issued and outstandingoutstanding ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror Securities as of the date of this Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All issued and outstanding shares of Acquiror Class A Common 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 Securities federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interestssecurities; (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 Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound (other than transfer restrictions under applicable Securities Laws and Acquiror’s Governing Documents)bound; and (iv) are free and clear of any Liens (other than such Liens as created by applicable Securities Laws)Liens. All As of the Effective Time, each share of Acquiror Class B Common Stock shall convert into an aggregate of 6,088,235 shares of capital stock Acquiror Class A Common Stock and each share of Acquiror are uncertificated, book-entry Equity InterestsClass 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, and without taking into effect the issuance of the Forward Purchase Securities, the authorized share capital stock of Acquiror consists of is (i) 100,000,000 500,000,000 shares of Acquiror Class A Common Stock, 25,000,000 of which 34,500,000 are issued and outstandingoutstanding as of the date of this Agreement, (ii) 10,000,000 50,000,000 shares of Acquiror Class B Common Stock, of which 8,625,000 6,250,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 5,000,000 preferred shares of preferred stock, par value $0.0001 per share, of Acquiroreach, of which no shares are issued and outstandingoutstanding 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 capital stock of Acquiror Securities as of the date of this Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All issued and outstanding shares of Acquiror Class A Common 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 Securities federal and state securities Laws, and all requirements set forth in (A1) Acquiror’s Governing Documents, and (B2) any other applicable Contracts governing the issuance of such Equity Interestssecurities; 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 Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound (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 Interestsbound.