Common use of Waiver of Conversion Ratio Adjustment Clause in Contracts

Waiver of Conversion Ratio Adjustment. (A) Section 4.3(b)(i) of Parent’s amended and restated certificate of incorporation provides that each Founder Share shall automatically convert into one share of Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (B) Section 4.3(b)(ii) of Parent’s amended and restated certificate of incorporation provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of Common Stock are issued in excess of the amounts offered in Parent’s initial public offering of securities such that the Sponsor and the Insiders shall continue to own 25% of the issued and outstanding shares of Capital Stock after giving effect to such issuance.

Waiver of Conversion Ratio Adjustment. (1) (A) Section 4.3(b)(i) of Parent’s amended and restated certificate of incorporation the Charter provides that each Founder Share share of Class B Common Stock shall automatically convert into one share of Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (B) Section 4.3(b)(ii) of Parent’s amended and restated certificate of incorporation the Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of Common Stock are issued in excess of the amounts offered in ParentVelocity’s initial public offering of securities or in connection with the closing of the initial Business Combination such that the Sponsor and the Insiders shall continue to own 25% of the issued and outstanding shares of Capital Stock after giving effect to such issuance.

Waiver of Conversion Ratio Adjustment. (Aa) (i) Section 4.3(b)(i) of Parent’s amended and restated certificate the Certificate of incorporation Incorporation provides that each Founder Share shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (Bii) Section 4.3(b)(ii) of Parent’s amended and restated certificate the Certificate of incorporation Incorporation provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in ParentCCVII’s initial public offering of securities such that the Sponsor and the Insiders Insiders, along with any other holders of Founder Shares, shall continue to own 25% of the issued and outstanding shares of Capital CCVII Common Stock after giving effect to such issuance.