Common use of Valid Issuance of Share Capital Clause in Contracts

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is 200,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each. As of the date hereof, the Company has issued 6,708,333 Class B ordinary shares (of which 875,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement) to the Company’s sponsor, and the Company’s sponsor subsequently transferred an aggregate of 220,000 of Class B ordinary shares to the Company’s independent director nominees and its executive chairman. As of the date hereof, no preferred shares are issued and outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is 200,000,000 500,000,000 Class A Ordinary Shares ordinary shares of a par value of US$0.0001 each, 20,000,000 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each. As of the date hereof, the Company has issued 6,708,333 2,875,000 Class B ordinary shares (of which 875,000 375,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement) to the Company’s sponsor, and the Company’s sponsor subsequently transferred an aggregate of 220,000 90,000 of Class B ordinary shares to the Company’s independent director nominees and its executive chairmanadvisory board member, in each case for no cash consideration. As of the date hereof, no preferred shares are issued and outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.