Common use of Founder Shares Clause in Contracts

Founder Shares. On April 20, 2021, the Company issued to Vistas Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary shares of the Company (“Founder Shares”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination; or (iii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 205, 2021, the Company issued to Vistas Acquisition Sagaliam Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 2,875,000 shares of the Company Company’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”). On May 27A portion of the Founders Shares were then transferred to officers and directors of the Company (such individuals, 2022together with the Sponsor, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (i) twelve six months following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iii) the date on which the Company completes a liquidation, merger, share stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 12 months (or up to 21 18 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20March 4, 2021, the Company issued to Vistas Acquisition Sponsor II EX Xxxxxx Partners, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 3,450,000 shares of the Company Company’s Common Stock (the “Founder Shares”). On May 27March 7, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 the Sponsor and its permitted assignees holding 2,875,000 Founder Shares outstandingShares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders (as defined below) until the earlier of: (i) twelve six months following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (A) when the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiB) the date on which the Company completes a liquidation, merger, share stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 nine months (or up subject to 21 monthsextension for nine additional one-month periods, if applicableas described in the Prospectus (as defined below)) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor holders of the Founder Shares will be required to forfeit such number of Founder Shares (up to 750,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In [January 2021], the Company issued to Vistas Acquisition Sierra Lake Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 8,625,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In January 2021, the Company issued to Vistas Altitude Acquisition Sponsor Holdco LLC II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 5,750,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In January 2021, the Company issued to Vistas Altitude Acquisition Sponsor II Holdco LLC III (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 10,062,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In April 20, 2021, the Company issued to Vistas Acquisition Northview Sponsor II I, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 5,175,000 shares of Common Stock (the Company (“Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27, 2022In October 2021, the Sponsor surrendered 575,000 forfeited 862,500 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (ix) twelve months one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Representative’s Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In July 2021, the Company issued to Vistas Acquisition ENT4.0 Technology Sponsor II LLC LLC, a Cayman Islands limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 7,187,500 Class B ordinary shares of (the Company (“Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-30 trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including the Placement Shares (defined below)).

Founder Shares. On April 20, 2021In December 2020, the Company issued to Vistas Acquisition Sponsor II Isleworth Healthcare Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 4,312,500 shares of Common Stock (the Company (“Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (ix) twelve months one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20As a result of a transaction in August 2020, 2021Virtuoso Sponsor LLC, the Company issued to Vistas Acquisition Sponsor II LLC a Delaware limited liability company (the “Sponsor”), for an aggregate consideration held 3,450,000 shares of $25,000, 6,325,000 Class B ordinary shares of common stock (the Company (“Founder Shares”). On May 27In January 2021, 2022the Company effected a 1.111111 for 1 dividend and, as a result, as of the date hereof, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in holds 5,750,000 Founder Shares outstandingShares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (iii) when the closing price of the Ordinary Shares shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In October 2019, the Company issued to Vistas Acquisition HCMC Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 shares of Class B ordinary shares of common stock (after giving effect to a 1.1 for 1 stock split that took place in December 2019) (the Company (“Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 825,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including any securities issued in the Unit Private Placement).

Founder Shares. On April 20, 2021In July 2020, the Company issued to Vistas Dune Acquisition Sponsor II Holdings LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 3,737,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In October 2021, the Company issued to Vistas Atlantic Coastal Acquisition Sponsor Management II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 7,187,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27January 13, 2022, the Company effectuated a 1.044-for-1 stock split, such that the Sponsor surrendered 575,000 held 7,503,750 Founder Shares. Subsequently, the Sponsor transferred to each independent director of the Company 50,000 Founder Shares to (250,000 Founder Shares in the Company for cancellation for no considerationaggregate), resulting in 5,750,000 the Sponsor holding 7,253,750 Founder Shares outstandingShares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. The Company has agreed that Apeiron Investment Group will receive 50,000 Founder Shares out of the Sponsor’s Founder Shares at the closing of the Offering as consideration for their provision of advisory services in connection with identifying one or more businesses with which the Company may effectuate its Business Combination. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing last reported sale price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 978,750 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In October 2017, the Company issued to Vistas Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 4,312,500 shares of Common Stock (the Company (“Founder Shares”), (including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27, 2022In April 2018, the Sponsor surrendered holders of the Founder Shares contributed an aggregate of 575,000 Founder Shares back to the Company for cancellation Company’s capital for no consideration, resulting in 5,750,000 leaving an aggregate of 3,737,500 Founder Shares outstanding, including up to 487,500 shares which are subject to forfeiture. In May 2018, the holders of the Founder Shares transferred certain shares to other individuals and entities (all holders of Founder Shares as of the date of this Agreement collectively being referred to as the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Stockholders will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In August 2020, the Company issued to Vistas Altitude Acquisition Sponsor II Holdco LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 8,625,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In March 2021, the Company issued to Vistas Acquisition Sponsor II Arbor Rapha Capital LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 4,312,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing last reported sale price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In December 2020, the Company issued to Vistas Acquisition M3-Brigade Sponsor II LLC LP (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 7,187,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27February 11, 20222021, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no considerationeffected a share stock split, resulting in 5,750,000 the Sponsor holding 8,625,000 founder shares . On February 19, 2021, the Company effected another share stock split, resulting in the Sponsor holding 11,500,000 Founder Shares outstandingShares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In October 2020, the Company issued to Vistas Acquisition Monument Circle Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 5,750,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding“Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, In March 2021, the Company issued to Vistas Banyan Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration ) purchased 8,625,000 shares of $25,000, 6,325,000 Class B ordinary shares common stock, $0.0001 par value per share, of the Company (the “Founder Shares”). On May 27, 2022Prior to the Closing Date, the Sponsor surrendered 575,000 transferred 142,500 Founder Shares to the Company for cancellation for no considerationCompany’s independent directors, resulting in 5,750,000 Founder Shares outstandingexecutive officers, special advisor and other third parties. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when (x) the date on which the closing price of the Ordinary Shares shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsconsolidations, share splits, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a any 30-trading day period commencing at least 150 calendar days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021, the The Company issued to Vistas Acquisition Sponsor II its initial stockholders (the “Initial Stockholders”) which includes Namaste World Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 5,750,000 shares of the Company Company’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares ) of which 750,000 of which are subject to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstandingforfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (i) twelve months following one year after the consummation date of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when or (ii) subsequent to the initial Business Combination, the date on which the closing price of the Ordinary Shares Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within a any 30-trading day period commencing at least 150 days after the initial Business Combination; , or (iii) the date on which earlier, if the Company completes consummates a subsequent liquidation, merger, share stock exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months the time frame provided in the Prospectus (or up to 21 months, if applicable) from the closing of the Offeringas defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including excluding any shares included in the Placement Shares Units (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In December 2020, the Company issued to Vistas Acquisition M3-Brigade Sponsor II LLC LP (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 7,187,500 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27February 11, 20222021, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no considerationeffected a share stock split, resulting in 5,750,000 the Sponsor holding 8,625,000 founder shares. On February 19, 2021, the Company effected another share stock split, resulting in the Sponsor holding 11,500,000 Founder Shares outstandingShares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On April 20, 2021In March 2018, the Company issued to Vistas Insurance Acquisition Sponsor II Sponsor, LLC (the “SponsorInsurance Investor”), for an aggregate consideration of $25,000, 6,325,000 1,000 shares of Class B ordinary shares of common stock (the Company (“Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 27, 2022In December 2018, the Sponsor surrendered 575,000 Company effected a stock split of 3,697.5 shares per share for each Founder Share outstanding prior to the stock split. In January 2019, the Company effected a stock dividend of 1.3860717 shares per share for each Founder Share outstanding prior to the dividend. In [_____] 2019, Insurance Investor transferred an aggregate of 60,000 Founder Shares to certain of the Company’s directors. In [_____] 2019, Insurance Investor transferred an aggregate of [_____] Founder Shares to Dioptra Advisors, LLC (together with Insurance Investor, the “Sponsors”). As a result, the Sponsors and the officers and directors of the Company for cancellation for no consideration, resulting in 5,750,000 hold an aggregate of 5,125,000 Founder Shares outstandingas of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders any initial stockholder until the earlier of: (i) twelve months following with respect to 20% of the Shares, the consummation of the Business Combination; , (ii) subsequent with respect to 20% of the consummation of a Business CombinationFounder Shares, such time when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after following the initial consummation of the Business Combination; or , (iii) with respect to 20% of the date on which Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iv) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (v) with respect to the remaining 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, or earlier in any case, if, subsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction after resulting in a change in the initial Business Combination, that results in all majority of the Company’s shareholders board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their Ordinary Shares shares for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Insurance Investor will be required to forfeit such number of Founder Shares (up to 750,000 650,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 2025% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On April 20, 2021In October 2017, the Company issued to Vistas Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary 4,312,500 shares of Common Stock (the Company (“"Founder Shares”"), (including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"). On May 27, 2022In April 2018, the Sponsor surrendered holders of the Founder Shares contributed an aggregate of 575,000 Founder Shares back to the Company for cancellation Company’s capital for no consideration, resulting in 5,750,000 leaving an aggregate of 3,737,500 Founder Shares outstanding, including up to 487,500 shares which are subject to forfeiture. In May 2018, the holders of the Founder Shares transferred certain shares to other individuals and entities (all holders of Founder Shares as of the date of this Agreement collectively being referred to as the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders Initial Stockholders until the earlier of: (i) twelve months one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination; or (iiiy) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that which results in all of the Company’s shareholders 's stockholders having the right to exchange their Ordinary Shares shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Stockholders will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.