Common use of Class B Common Stock Clause in Contracts

Class B Common Stock. (a) Effective upon the consummation of the Business Combination, the issued and outstanding shares of Class B Common Stock shall automatically be converted into shares of Class A Common Stock on a one-for-one basis; provided, however, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount sold in the IPO and related to or in connection with the consummation of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at a ratio for which: (i) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation of the Business Combination; and (ii) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination. (b) The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3. The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (a1) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the Business Combination (as defined below). (2) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock Stock, or any other equity-linked securities securities, are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities and related to or in connection with the consummation closing of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the Corporation’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) at a ratio for which: (i) : ● the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation closing of the Business Combination; and (ii) and ● the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination. . Notwithstanding anything to the contrary contained herein, (bi) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.C (ii)(3), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share stock split, subdivision, exchange, share stock dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share stock split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 the original filing of this Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) . Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.34.C (ii). The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate Section 4.C (ii) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (a) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) (i) at any time and from time to time at the option of the holder thereof and (ii) automatically upon the completion of the Business Combination (as defined below). (b) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock or any other equityEquity-linked securities Securities (as defined below) are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities (the “Offering”) and related to or in connection with the consummation closing of the Business CombinationCombination (as defined below), all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the Corporation’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”) at a ratio for which: which the shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted such that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, twenty percent (20%) of the sum of (i) the numerator shall be equal to total number of shares of Class A Common Stock issued and outstanding upon completion of the Offering plus (ii) the sum of (A) 25% of all shares of Class A Common Stock issued or deemed issued or issuable (upon the conversion or exercise of any equityEquity-linked securities Securities issued or otherwise) by the Corporation, related to or deemed issued in connection with the consummation of the a Business Combination (excluding any securities including shares issued or issuable pursuant to any seller in forward purchase agreement entered into with the Business Combination) plus (B) Corporation at the number of shares of Class B Common Stock issued and outstanding prior to the consummation time of the Business Combination; and (ii) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing completion of the Business Combination. Offering but not any warrants issued pursuant to such agreement), excluding (bA) The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into or Equity-linked Securities issued, or to be issued, to any seller in a greater Business Combination, and (B) any private placement warrants issued to the Sponsor (as defined below) or lesser number any of shares occurring after October 12their affiliates upon conversion of working capital loans. As used herein, 2016 without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization the term “Equity-linked Securities” means any securities of the outstanding shares of Class B Common Stock. (c) Each share of Class B Common Stock shall convert into its pro rata number of Corporation, which are convertible, exercisable or exchangeable for shares of Class A Common Stock pursuant to this Section 4.3. The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by common stock issued in a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversionfinancing transactions in connection with a Business Combination. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (ai) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) automatically concurrently with or immediately following the closing of the Initial Business Combination (as defined below). (ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities (the “Offering”) and related to or in connection with the consummation closing of the Initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at a the time of the closing of the Initial Business Combination, the ratio for which: (i) which the numerator shares of Class B Common Stock shall convert into shares of Class A Common Stock will be equal to adjusted so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, 25% of the sum of (Aa) 25% the total number of all shares of Class A Common Stock issued in the Offering (including any shares of Class A Common Stock issued pursuant to the underwriters’ over-allotment option) plus (b) the sum of (i) all shares of Class A Common Stock issued or deemed issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to rights issued or deemed issued in connection with or in relation to the consummation of the Initial Business Combination (including any shares of Class A Common Stock issued pursuant to a forward purchase agreement), excluding any shares of Class A Common Stock or equity-linked securities issued or issuable rights issued, or to be issued, to any seller in the Initial Business Combination) plus , any private placement warrants issued to DFHTA Sponsor LLC (Bthe “Sponsor”), or an affiliate of the Sponsor or the Corporation’s officers and directors upon the conversion of working capital loans made to the Corporation and any warrants issued pursuant to a forward purchase agreement, minus (ii) the number of shares of Class B A Common Stock issued and outstanding prior to redeemed in connection with the consummation of the Initial Business Combination; and (ii) the denominator shall be the number , provided that such conversion of shares of Class B Common Stock issued and outstanding prior shall never be less than the Initial Conversion Ratio. Notwithstanding anything to the closing contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the Business Combination. shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii), and (bii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share stock split, subdivision, exchange, share stock dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share stock split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 the original filing of this Third Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) . Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.34.3(b). The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (a) Effective upon On the first business day following the consummation of the Business Combination, the issued and outstanding shares of Class B Common Stock shall automatically be converted into shares of Class A Common Stock on a one-for-one basis; provided, however, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount sold in the IPO and related to or in connection with the consummation of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at a ratio for which: (i) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation of the Business Combination; and (ii) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination. (b) The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3. The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (a1) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the Business Combination (as defined below). (2) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock Stock, or any other equity-linked securities securities, are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities and related to or in connection with the consummation closing of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the Corporation’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) at a ratio for which: (i) : · the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation closing of the Business Combination; and (ii) and · the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination. . Notwithstanding anything to the contrary contained herein, (bi) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.C (ii)(3), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share stock split, subdivision, exchange, share stock dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share stock split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 the original filing of this Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) . Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.34.C (ii). The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate Section 4.C (ii) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (ai) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) automatically at the time of the closing of an initial Business Combination. (ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities (the “Offering”) and related to or in connection with the consummation closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which: (i1) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding Co-Investment Securities and any securities issued or issuable to any seller in the initial Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation closing of the initial Business Combination; and (ii2) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination. . As used herein, the term Co-Investment Securities means the shares of Class A Common Stock and warrants to purchase shares of Class A Common Stock that may be issued pursuant to that certain Option Agreement, dated as of November 2, 2017, by and between the Corporation, CSL Energy Opportunities Fund III, L.P. and CSL Energy Holdings III, Corp, LLC, as the same may be amended. Notwithstanding anything to the contrary contained herein, (bi) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity linked securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.4(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share stock split, subdivision, exchange, share stock dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share stock split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 the original filing of this Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) . Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.34.4(b). The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 one multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate Section 4.4(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (ai) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; providedbasis (the “Initial Conversion Ratio”) automatically concurrently with or immediately following the closing of a merger, howevercapital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”). (ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities (the “Offering”) and related to or in connection with the consummation closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at a the time of the closing of the Corporation’s initial Business Combination, the ratio for which: which the shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, twenty-five percent (i25%) the numerator shall be equal to of the sum of (Aa) 25% the total number of all shares of Class A Common Stock issued in the Offering (including any shares of Class A Common Stock issued pursuant to the underwriters’ over-allotment option) plus (b) the sum of (i) all shares of Class A Common Stock issued or deemed issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to rights issued or deemed issued in connection with or in relation to the consummation of the a Business Combination (Combination, excluding any shares of Class A Common Stock or equity-linked securities issued or issuable rights issued, or to be issued, to any seller in the a Business Combination) plus , any private placement warrants issued to FG New America Investors LLC (Bthe “Sponsor”), any private placement units issued to the Sponsor or and any warrants issued to an affiliate of the Sponsor or the Corporation’s officers and directors upon the conversion of working capital loans made to the Corporation, minus (ii) the number of shares of Class B A Common Stock issued and outstanding prior to the consummation of the redeemed in connection with a Business Combination; and (ii) the denominator shall be the number , provided that such conversion of shares of Class B Common Stock issued and outstanding prior shall never be less than the Initial Conversion Ratio. Notwithstanding anything to the closing contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the Business Combination. (b) shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii). The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share stock split, subdivision, exchange, share stock dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share stock split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 the original filing of this Second Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) . Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.34.3(b). The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. (ai) Effective upon the consummation of the Business Combination, the issued and outstanding shares Shares of Class B Common Stock shall automatically be converted convertible into shares of Class A Common Stock on a one-for-one basis; provided, howeverbasis (the “Initial Conversion Ratio”) automatically upon the closing of the Business Combination. (ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock Stock, or any other equityEquity-linked securities Securities (as defined below), are issued or deemed issued in excess of the amount amounts sold in the IPO Corporation’s initial public offering of securities (the “Offering”) and related to or in connection with the consummation closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which: (i) : ● the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equityEquity-linked securities Securities or otherwise) by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any securities shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any Equity-Linked Securities or otherwise) to any seller in the initial Business Combination, any private placement units (or underlying securities) issued to Lionheart Equities, LLC (the “Sponsor”) and Nomura Securities International, Inc. (“Nomura”) contemporaneously with the closing of the Offering and any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans to the Corporation and any securities issued pursuant to that certain forward purchase agreement, dated August 13, 2020, by and between the Corporation and Nomura) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation closing of the initial Business Combination; and (ii) and ● the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination. (b) The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after October 12, 2016 without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock. (c) Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3. The pro rata share for each holder of shares of Class B Common Stock will be determined as follows: each Share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Certificate and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.

Class B Common Stock. A. On the last day of each Measurement Period (aas defined below) Effective upon (and, with respect to any Measurement Period in which the consummation Corporation shall have a Change of Control (as defined below) or in which the Business CombinationCorporation shall liquidate, dissolve or wind up, on the issued and outstanding business day immediately prior to such event instead of on the last day of such Measurement Period), 201,250 shares of Class B Common Stock shall automatically be converted convert, subject to adjustment as described herein, into shares of Class A Common Stock on a one-for-one basis; provided(the “Conversion Shares”), however, in the case that additional shares of Class A Common Stock or any other equity-linked securities are issued or deemed issued in excess of the amount sold in the IPO and related to or in connection with the consummation of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at a ratio for whichas follows: 1. if the sum (such sum, the “Total Return”) of (i) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation VWAP of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the consummation of the Business Combination; and (ii) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination. (b) The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the issued and outstanding shares of Class A Common Stock into a greater for the final fiscal quarter in such Measurement Period and (ii) the amount per share of any dividends or lesser number of shares occurring after October 12, 2016 without a proportionate and corresponding subdivision, combination distributions paid or similar reclassification or recapitalization payable to holders of the outstanding shares of Class B A Common Stock, the record date for which is on or prior to the last day of the Measurement Period, does not exceed the Price Threshold (as defined below), the number of Conversion Shares for such Measurement Period shall be [2,013] shares of Class A Common Stock; 2. if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then subject to the Conversion Cap (as defined below) the number of Conversion Shares for such Measurement Period shall be equal to 20% of the difference between (a) the Total Return and (b) the Price Threshold multiplied by (I) [•]1 shares of Class A Common Stock (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions after [date of closing]), (the “Applicable Closing Share Count”), divided by (II) the Total Return; and 3. if the Total Return exceeds an amount equal to 130% of the Price Threshold, then subject to the Conversion Cap (as defined below) the number of Conversion Shares for such Measurement Period shall be equal to the sum of: (a) 20% of the difference between (I) an amount equal to 130% of the Price Threshold and (II) the Price Threshold, multiplied by (A) the Applicable Closing Share Count, divided by (B) the Total Return; plus (b) 30% of the difference between (I) the Total Return and (II) an amount equal to 130% of the Price Threshold, multiplied by (A) the Applicable Closing Share Count, divided by (B) the Total Return. (c) Each share 4. Notwithstanding paragraphs 2 and 3 immediately above, in no event shall the number of Conversion Shares for any such Measurement Period be less than 2,013 shares of Class B A Common Stock shall convert into its pro rata Stock. If the provisions set forth in paragraphs 2 and 3 immediately above result in the number of Conversion Shares for any such 1 Note to Draft: to be equal to 40,250,000 (the number of shares of Class A Common Stock pursuant issued in the IPO – if applicable, adjusted for splits and similar events that occur prior to this Section 4.3. The pro rata share for each holder closing of shares of Class B Common Stock will be determined as follows: each Share of Class B Common Stock shall convert into such initial business combination) plus 27,500,000 (the number of shares of Class A Common Stock issued in the PIPE) minus the number of public shares of Class A Common Stock redeemed in connection with the closing of the Initial Business Combination. Intentionally excludes: (i) shares of Class A Common Stock issued as is merger consideration, (ii) shares of Class A Common Stock underlying outstanding shares of Class B Common Stock and (iii) shares of Class A Common Stock underlying the public warrants and private placement warrants. Measurement Period being less than 2,013 shares of Class A Common Stock, then the number of Conversion Shares for such Measurement Period shall be equal to 2,013 shares of Class A Common Stock. B. Each conversion of Class B Common Stock shall apply to the product holders of 1 multiplied Class B Common Stock on a pro rata basis on the basis of the amounts of such Class B Common Stock held by such holders. If, upon conversion of any Class B Common Stock, a fractionholder would be entitled to receive a fractional interest in a share of Class A Common Stock, the numerator Corporation shall round down to the nearest whole number of which shall be the total number of shares of Class A Common Stock into which all to be issued to such holder. C. The Conversion Shares shall be delivered to the holders of shares of Class B Common Stock no later than the issued tenth day following the last day of each applicable Measurement Period and outstanding the converted shares of Class B Common Stock shall be converted pursuant to this Certificate and the denominator of which cancelled for no additional consideration. The Conversion Shares shall be delivered no later than 10:00 a.m., New York City time, on the total date of issuance. The Corporation shall be required to publicly announce the number of Conversion Shares to be issued and outstanding shares of Class B Common Stock at the time of conversion. (d) At any time when there are no longer any shares of Class B Common Stock outstanding, this Certificate automatically shall be deemed amended to delete this Section 4.3 in its entirety. (e) Notwithstanding anything to the contrary in this Section 4.3, in no event may any Share of Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-onetwo business days prior to issuance.