Common use of Founder Shares Clause in Contracts

Founder Shares. In November 2020, the Company issued to Arrowroot Acquisition LLC (the “Sponsor”), for an aggregate consideration of $30,000, 5,750,000 shares of the 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”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). 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 or the Initial Stockholders until the earlier of: (i) 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 Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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. 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 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November 2020On April 5, 2021, the Company issued to Arrowroot Acquisition Sagaliam Sponsor LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 2,875,000 shares of the Company’s Class B common stockCommon Stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) . A portion of the Securities Act Founders Shares were then transferred to officers and directors of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition(such individuals, in January 2021together with the Sponsor, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). 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 or the Initial Stockholders until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (yiii) the date on which the Company consummates completes a liquidation, merger, share stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock 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 CombinationCombination within 12 months (or up to 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 937,500 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding 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. In November 2020February 2021, the Company issued to Arrowroot Acquisition LLC the Sponsors (the “Sponsor”defined below), for an aggregate consideration of $30,00025,000, 5,750,000 8,653,333 shares of the Company’s Class B common stock, par value $0.0001 per share stock (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”). In December 2020May 2021, the Company effectuated effected a 5-for-4 stock split 0.001155625 dividend, resulting in 7,187,500 the Sponsors holding an aggregate of 8,663,333 Founder Shares outstanding. In additionShares, in January 2021, as of the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)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 or the Initial Stockholders any initial stockholder until the earlier of: (i) one year following with respect to 25% of the Founder Shares, the consummation of the Business Combination; or , (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) when until the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , (iii) with respect to 25% of the 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, and (iv) with respect to 25% of such shares until 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 (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company consummates engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team, and in which results the Company is the surviving entity or, (ii) resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities, securities or other property. 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. 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 937,500 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In On November 202016, 2021, the Company issued to Arrowroot Acquisition GSR Meteora Sponsor LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 shares of the 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”). In On December 202028, 2021, the Company effectuated effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in 7,187,500 an aggregate of 7,906,250 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)Shares. 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 or the Initial Stockholders until the earlier of: (i) one year following the consummation after completion of the Business Combination; Combination with or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s stockholders having the right to exchange their shares of common stock 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. 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 937,500 1,031,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding 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. In November 2020On February 10, the Company issued to Arrowroot Acquisition LLC 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $30,000, 5,750,000 shares of the Company’s purchased 7,187,500 Class B common stockordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020On January 5, 2022, the Company effectuated effected a 5-for-4 stock split resulting share capitalization in 7,187,500 Founder Shares outstanding. In addition, in January 2021, which the Sponsor transferred 40,000 founder was issued an additional 2,875,000 Class B ordinary shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event so that the underwriters’ over-allotment option is not exercised in full)Sponsor owned an aggregate of 10,062,500 Founder Shares. No underwriting discounts, commissions, 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 or any of the Initial Stockholders Shareholders until the earlier of: (i) one year following the consummation completion of the Company’s Business Combination; or Combination and (ii) subsequent to the consummation completion of a the Company’s Business Combination, (x) when if the closing price of the Common Stock Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock share capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within a any 30-trading day period commencing at least 150 days after the consummation completion of the Company’s Business Combination; , or (y) the date on which the Company consummates completes a liquidation, merger, share exchange or other similar transaction which that results in all of the Company’s stockholders Public Shareholders having the right to exchange their its ordinary shares for cash, securities, securities or other property. 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. 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 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November 2020On March 12, 2021, the Company issued to Arrowroot Acquisition Parsec Acquisitions Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share share, and in September 2021, the Company effected a stock dividend of an aggregate 718,750 shares of the Company’s Class B common stock, resulting in its founder holding an aggregate of 2,156,250 shares of the Company’s Class B common stock (the “Founder Founders Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares up to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none 281,250 of which are subject to forfeiture in depending on the event that extent to which the underwriters’ overOver-allotment option Option is not exercised in full)exercised. 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 or the Initial Stockholders until the earlier of: (i) one year twelve months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination; or (yiii) the date on which the Company consummates completes a liquidation, merger, share stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, securities or other property. The holders of Founder Shares shall have no right be subject to any liquidating distributions with respect to any portion of the Founder Shares restrictions on transfer as set forth in the event the Company fails to consummate a Business CombinationInsider Letters (as defined in Section 2.21.1 herein). The “Initial Stockholders” means (i) 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 and (up to 937,500 Founder Sharesii) such that the Founder Shares then outstanding will comprise 20% members of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionSponsor.

Founder Shares. In November 2020On June 25, 2021, the Company issued to Arrowroot Acquisition Super Plus Management LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 an aggregate of 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share share. On July 14, 2022, the Company effected a 1.2 for 1 stock split of the Company’s Class B common stock so that the Sponsor owned an aggregate of 1,725,000 shares of Class B common stock. On July 15, 2022, the Sponsor converted all of its Class B common stock into 1,725,000 shares of Class A common stock (the “Founder Founders Shares”), in ) on a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5one-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ overfor-allotment option is not exercised in full)one basis. 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 or the Initial Stockholders until the earlier of: of (ia) one year six months following the consummation of the Business Combination; or Combination and (ii) subsequent to the consummation of a Business Combination, (xb) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the initial Business Combination; , or (y) the date on which earlier, if the Company consummates completes a liquidation, merger, share stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock 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 CombinationCombination within 9 months (or up to 18 months, if applicable) from the Effective Date. 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 Sponsors will be required to forfeit such number of Founder Shares (up to 937,500 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20approximately 19.12% of the issued and outstanding shares of the Company (but not including any shares of Common Stock issuable upon exercise of the Placement Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November July 2020, the Company issued to Arrowroot Acquisition Rxxxxxx Capital, LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (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”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). 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 or the Initial Stockholders until the earlier of: (i) 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 Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s stockholders having the right to exchange their shares of common stock 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. 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 937,500 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding 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. In November October 2020, the Company issued to Arrowroot Insurance Acquisition Sponsor III, LLC (the “SponsorIAS”), for an aggregate consideration of $30,00025,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (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”). In December October 2020, the Company effectuated effected a 57,846.667-for-4 for-1 forward stock split split, resulting in 7,187,500 the Company’s initial stockholders holding an aggregate of 7,846,667 Founder Shares outstandingShares. In additionOn [ ], in January 2021IAS transferred [ ] Founder Shares, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none 1,000,000 of which are subject to forfeiture in to the event extent that the underwriters’ over-allotment option Overallotment Option is not exercised in fullby the Underwriters) to Dioptra Advisors III, LLC (together with IAS, the “Sponsor”). 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 or the Initial Stockholders any initial stockholder until the earlier of: (i) one year following with respect to 25% of the Founder Shares, the consummation of the Business Combination; or , (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) such time when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , (iii) with respect to 25% of the 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, and (iv) with respect to 25% 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 (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company consummates engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team, and in which results the Company is the surviving entity or, (ii) resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities, cash or other propertysecurities. 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. 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 937,500 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In November 2020March 2021, the Company issued to Arrowroot Acquisition Intelligent Medicine Sponsor LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 shares of the 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”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January June 2021, the Sponsor transferred 40,000 founder shares an aggregate of 275,000 Founder Shares to each certain of Xxxxx Xxxx, Will Xxxxxx the Company’s directors and Xxxxxx Xxxxxxx advisors or entities controlled by such directors or advisors. The 275,000 Founder Shares held by directors or advisors (the “Initial Stockholders”or by entities controlled by such directors or advisors) (none of which are not subject to forfeiture in the event that the underwriters’ overOver-allotment option Option is not exercised exercised. Subsequently, in full)September 2021, the Sponsor forfeited an aggregate of 1,437,500 of the Founder Shares for no consideration, resulting in the Sponsor and such directors and advisors (or entities controlled by such directors and advisors) holding an aggregate of 4,312,500 Founder Shares. On November 4, 2021, the Company effected a stock dividend of 0.02 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor and such directors and advisors (or entities controlled by such directors and advisors) holding an aggregate of 5,175,000 Founder Shares. 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 or the Initial Stockholders until the earlier of: (i) 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 Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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. 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 937,500 675,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November 2020June 2019, the Company issued to Arrowroot Acquisition FinTech Investor Holdings V, LLC (the “SponsorFinTech Investor”), for an aggregate consideration of $30,00025,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (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”). In October 2020, the Company effected an 8,455-for-1 forward stock split, and in December 2020, the Company effectuated effected a 5-for-4 stock split 0.01360142 dividend, resulting in 7,187,500 FinTech Investor holding an aggregate of 8,570,000 Founder Shares outstanding. In additionShares, in January 2021, as of the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)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 or the Initial Stockholders any initial stockholder until the earlier of: (i) one year following the with respect to 25% of such shares, until consummation of the Business Combination; or initial business combination, (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) when until the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, until 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, and (iv) with respect to 25% of such shares, until 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 (y) earlier, in any case, if subsequent to the date on which Business Combination, the Company consummates engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction which results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or (ii) resulting in the Company’ stockholders having the right to exchange their shares for cash, securities, securities or other propertyproperty . 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. 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, FinTech Investor and FinTech Masala Advisors IV, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 937,500 1,090,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In November 2020On July 2, 2021, the Company issued to Arrowroot Blockchain Coinvestors Acquisition LLC Sponsors I LLC, a Cayman Islands exempted company (the “Sponsor”), ) for an aggregate consideration of $30,00025,000, 5,750,000 shares of the Company’s 8,625,000 Class B common stockordinary shares, 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”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). 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 or the Initial Stockholders Shareholders (x) with respect to one-third of such shares, until the earlier of: (i) one year following the consummation of the Business Combination; or , (iiy) subsequent with respect to two-thirds of such shares (the consummation “Remaining Lock-Up Shares”), the earlier of a (i) two years after the completion of the Business Combination, (xii) when with respect to one half of the Remaining Lock-Up Shares, until the closing price of the Common Stock Ordinary Shares exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock share capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , or (yiii) with respect to one half of the date on which Remaining Lock-Up Shares, until the Company consummates closing price of the Ordinary Shares exceeds $13.50 (as adjusted for share sub- divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, or (z) earlier, in any case, if, following a Business Combination, the completion of a liquidation, merger, share exchange or other similar transaction which that results in all of the Company’s stockholders Public Shareholders having the right to exchange their ordinary shares for cash, securities, securities or other property. 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. 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 Shareholders will be required to forfeit such number of Founder Shares (up to 937,500 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2023% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November October 2020, the Company issued to Arrowroot Acquisition Locust Walk Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 3,867,500 shares of the Company’s Class B common stock, par value $0.0001 per share stock (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”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder Company effected a dividend of 0.17259212 shares to for each share outstanding, resulting in there being an aggregate of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)4,535,000 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 or the Initial Stockholders any initial stockholder until the earlier of: (i) one year following with respect to 25% of the Founder Shares, the consummation of the Business Combination; or , (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) such time when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , (iii) with respect to 25% of the 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, and (iv) with respect to the remaining 25% 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 (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company consummates engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team, and in which results the Company is the surviving entity or, (ii) resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities, cash or other propertysecurities. 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. 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 937,500 573,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In November 2020On January 13, 2022, the Company issued to Arrowroot Acquisition LLC CO2 Energy Transition, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 3,593,750 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Founder Shares”). On October 10, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 20212022, the Sponsor transferred 40,000 founder amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to each provide for a subscription of Xxxxx Xxxx3,066,667 shares of Common Stock. On December 1, Will Xxxxxx 2023, the Sponsor further amended and Xxxxxx Xxxxxxx (restated the “Initial Stockholders”) (none subscription agreement to provide for a subscription of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)2,300,000 shares of Common Stock. No underwriting discounts, commissions, 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 or the Initial Stockholders until the earlier of: to occur of (i) one (1) year following after the consummation completion of the initial Business Combination; Combination or (ii) subsequent to after the consummation of a initial Business Combination, Combination (x) when if the closing last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, rights issuances, consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 twenty (20) trading days within a any thirty (30-) trading day period commencing 150 at least one hundred fifty (150) days after the consummation of the initial Business Combination; Combination or (y) the date on which the Company consummates completes a liquidation, merger, share stock exchange or other similar transaction which after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). 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 CombinationCombination within twelve (12) months (or up to eighteen (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 937,500 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November 2020March 2018, the Company issued to Arrowroot Insurance Acquisition Sponsor, LLC (the “SponsorInsurance Investor”), for an aggregate consideration of $30,00025,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (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”). In December 20202018, the Company effectuated effected a 5-for-4 stock split resulting in 7,187,500 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 outstandingto certain of the Company’s directors. In addition[_____] 2019, in January 2021Insurance Investor transferred an aggregate of [_____] Founder Shares to Dioptra Advisors, LLC (together with Insurance Investor, the Sponsor transferred 40,000 founder shares to each “Sponsors”). As a result, the Sponsors and the officers and directors of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none Company hold an aggregate of which are subject to forfeiture in 5,125,000 Founder Shares as of the event that the underwriters’ over-allotment option is not exercised in full)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 or the Initial Stockholders any initial stockholder until the earlier of: (i) one year following with respect to 20% of the Shares, the consummation of the Business Combination; or , (ii) subsequent with respect to 20% of the consummation of a Business CombinationFounder Shares, (x) such time when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of the Business Combination; , (iii) with respect to 20% of the 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 (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company consummates engages in a liquidationtransaction (i) involving a consolidation, merger, share exchange merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team, and in which results the Company is the surviving entity or, (ii) resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities, cash or other propertysecurities. 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. 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 937,500 650,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In November 2020On October 6, 2021, the Company issued to Arrowroot Monterrey Acquisition Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $30,00025,000, 5,750,000 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”)) and on May 10, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 20212022, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxxforfeited 575,000 Founder Shares and on May 10, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)2022, 575,000 Founder Shares were cancelled. 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 or the Initial Stockholders Stockholder until the earlier of: (i) one year 180 days following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination; or (yiii) the date on which the Company consummates completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock 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 CombinationCombination within twelve (12) months (or up to eighteen (18) months, if applicable) from the Closing Date 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 937,500 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Representative’s Shares (as defined below) or Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In November 2020April 2021, the Company issued to Arrowroot Acquisition LLC Sanaby Health Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) purchased 4,312,500 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Founder Shares”), for an aggregate consideration of $30,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”)25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. In December 2020On July 12, 2021, the Company effectuated effected a 51.2-for-4 for1.10 stock split with respect to its Founder Shares, resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each holding an aggregate of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full)5,175,000 Founder Shares. 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 or the Initial Stockholders until the earlier of: (i) 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 shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 at least 180 days after the consummation of the Business Combination; or (y) the date on which the Company consummates completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s its stockholders having the right to exchange their shares of Class A common stock for cash, securities, securities or other property. 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. 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 937,500 675,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.