Common use of Ownership of the Subject Securities Clause in Contracts

Ownership of the Subject Securities. As of the date hereof, such Company Stockholder (a) Beneficially Owns the shares of Subject Securities indicated on Schedule A hereto opposite such Company Stockholder’s name, free and clear of any and all Encumbrances, other than those created by this Agreement, Encumbrances applicable to shares of Company Common Stock that may exist pursuant to securities laws, Encumbrances under such Company Stockholder’s Organizational Documents or customary Encumbrances pursuant to the terms of any custody or similar agreement applicable to shares of Company Common Stock held in brokerage accounts that in each case would not reasonably be expected to (x) impair in any material respect the ability of such Company Stockholder to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement or as set forth on Schedule B1, and, (b) except as set forth on Schedule B2, has sole voting power or shared voting power over all of the shares of Subject Securities Beneficially Owned by such Company Stockholder. As of the date hereof, such Company Stockholder does not Beneficially Own any capital stock or other securities of the Company other than the shares of Subject Securities set forth on Schedule A opposite such Company Stockholder’s name. As of the date hereof, such Company Stockholder does not Beneficially Own any rights to purchase or acquire any shares of capital stock of the Company except as set forth on Schedule A opposite such Company Stockholder’s name, or as set forth on Schedule B3.

Ownership of the Subject Securities. As of the date hereof, such Company Such Requisite Stockholder is either (a) Beneficially Owns the shares owner of Subject the SPAC Securities indicated on Schedule A hereto opposite such Company Requisite Stockholder’s name, free and clear of any and all Encumbrances, other than (i) those created by this Agreement, Encumbrances applicable to shares of Company Common Stock that (ii) as may exist pursuant to securities laws, Encumbrances under such Company Stockholder’s Organizational Documents be set forth in the SPAC Charter or customary Encumbrances pursuant to the terms of any custody or similar agreement applicable to shares of Company Common Stock held in brokerage accounts that in each case would not reasonably be expected to (x) impair in any material respect agreement included in the ability of such Company Stockholder to perform its obligations under this Agreement SPAC SEC Filings or (yiii) prevent those imposed by applicable Law, including federal and state securities Laws or materially impede or delay the consummation of any of the transactions contemplated by this Agreement or as set forth on Schedule B1, and, (b) except as set forth has the power to vote (including, without limitation, by proxy or power of attorney) the SPAC Securities indicated on Schedule B2A hereto opposite such Requisite Stockholder’s name. Such Requisite Stockholder has as of the date hereof and, has except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power or shared voting (including the right to control such vote as contemplated herein), power over of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the shares of matters applicable to such Requisite Stockholder set forth in this Agreement, in each case, over all Subject Securities Beneficially Owned by such Company StockholderSecurities. As of the date hereof, such Company Requisite Stockholder does not Beneficially Own own any capital stock or other voting securities of SPAC or have the Company power to vote (including by proxy or power of attorney) any other voting securities of SPAC other than the shares of Subject SPAC Securities set forth on Schedule A hereto opposite such Company Requisite Stockholder’s name. As of the date hereof, such Company Requisite Stockholder does not Beneficially Own own any rights to purchase or acquire (i) any shares other equity securities of capital stock SPAC or (ii) the power to vote any other voting securities of the Company SPAC, in each case except as set forth on Schedule A hereto opposite such Company the Requisite Stockholder’s name, . There are no claims for finder’s fees or as set forth on Schedule B3brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by any Requisite Stockholder pursuant to arrangements made by such Requisite Stockholder.