Common use of Founder Shares Clause in Contracts

Founder Shares. In February 2021, the Company issued to Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 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”). 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 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 dividends, 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their 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. 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 656,250 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February January 2021, the Company issued to Iron Spark I Quinzel Holdings Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 5,750,000 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”). Thereafter, the Company effected a 4-for-3 forward stock split resulting in there being an aggregate of 7,666,667 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 Initial Stockholders until the earlier ofSponsor until: (i) one year following with respect to 25% of such shares, the consummation of the Business Combination; or (ii) subsequent to the consummation of a an initial Business Combination, (xii) with respect to 25% of such shares, such time when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after following the consummation of an initial Business Combination, (iii) with respect to 25% of such 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 an initial Business Combination; Combination and (iv) with respect to 25% of such 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 an initial Business Combination or (y) earlier in any event, if, subsequent to the date on which consummation of an initial Business Combination, the Company completes engages in a transaction involving a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders Public Stockholders having the right to exchange their shares of common stock 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 656,250 1,000,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February October 2021, the Company issued to Iron Spark SHUAA SPAC Sponsor I LLC LLC, a Cayman Islands limited liability company (the “Sponsor”), purchased from the Company 5,750,000 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, 5,031,250 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”), pursuant to Section 4(a)(2) of the Act. On February 22, 2022, the Sponsor surrendered an aggregate of 2,875,000 Founder Shares, thereby resulting in 2,875,000 remaining Founder Shares held by the Sponsor. On February 22, 2022, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors. 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock dividendsshare consolidations, share capitalizations, rights issuances, 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; Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders shareholders having the right to exchange their ordinary 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. 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 656,250 375,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. None of the Founder Shares transferred to the Company’s independent directors shall be subject to forfeiture in the event the Underwriters’ over-allotment option is not exercised.

Founder Shares. In February 2021, the Company issued to Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 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”). On the date hereof, the Sponsor delivered an executed surrender letter (the “Surrender Letter”) to the Company, pursuant to which the Sponsor surrendered, for no consideration, 718,750 Founder Shares, resulting in an aggregate of 4,312,500 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 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 dividends, 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their 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. 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 656,250 562,500 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February October 2021, the Company issued to Iron Spark SHUAA SPAC Sponsor I LLC LLC, a Cayman Islands limited liability company (the “Sponsor”), purchased from the Company 5,750,000 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, 5,031,250 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”), pursuant to Section 4(a)(2) of the Act. On February 22, 2022, the Sponsor surrendered an aggregate of 2,875,000 Founder Shares, thereby resulting in 2,875,000 remaining Founder Shares held by the Sponsor. On February 22, 2022, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors. 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; Combination; or (iii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock dividendsshare consolidations, share capitalizations, rights issuances, 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; Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders shareholders having the right to exchange their ordinary 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. 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 656,250 375,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. None of the Founder Shares transferred to the Company’s independent directors shall be subject to forfeiture in the event the Underwriters’ over-allotment option is not exercised.

Founder Shares. In February 2021September 2020, the Company issued to Iron Spark I Xxxxxxx Capital, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 5,750,000 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) of the Securities Act of 1933, as amended (the “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 Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; 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 dividends, 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; Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their 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. 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 656,250 750,000 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 February January 2021, the Company issued to Iron Spark I Fusion Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 8,625,000 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 February 2021, the Company effected a 1:1.2167 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 10,493,750 Founder Shares (up to 1,368,750 of which are subject to forfeiture to the extent the 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; 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 dividendscapitalizations, 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; Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which 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 656,250 1,125,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February On June 10, 2021, the Company issued to Iron Spark Xxxxxx Park Sponsor Group I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 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) of the Securities Act of 1933, as amended (the “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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or Combination; (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 dividends, 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 Combination; and (yiii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction 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 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 656,250 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 February 2021, the The Company issued to Iron Spark I its initial stockholders (the “Initial Stockholders”) which includes Namaste World Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 5,750,000 shares of the Company’s Class B common stockCommon Stock, par value $0.0001 per share share, which number was reduced to 2,875,000 shares were returned to the Company for cancellation (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act which 375,000 of 1933, as amended (the “Act”)which are subject to forfeiture. 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 Initial Stockholders until the earlier of: (i) one year following after the date of the consummation of the a Business Combination; Combination, or (ii) subsequent to the consummation of a initial Business Combination, (x) when the date on which the closing price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 consummation of the initial Business Combination; Combination, or (y) the date on which earlier, if the Company completes consummates a subsequent liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that which results in all of the Company’s stockholders having the right to exchange their 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). 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 CombinationCombination within the time frame provided in the Prospectus (as 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 656,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including 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. In February 2021January 2020, the Company issued to Iron Spark I CFAC Holdings IV, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 11,500,000 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”). On September 23, 2020, the Company effectuated a 1.25-for-1 stock split. In November 2020, the Sponsor forfeited to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, resulting in there being an aggregate of 11,500,000 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; 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 share splits, stock dividendsshare 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; Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which 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 656,250 1,500,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. In February 2021, the Company issued to Iron Spark I 10X Capital SPAC Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 shares 7,666,667 of the Company’s 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”). 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the (x) with respect to one-third of such shares, until consummation of the Business Combination; or (ii) subsequent to the consummation of a Company’s initial Business Combination, (xy) when with respect to one-third of such shares, until the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 Company’s initial Business Combination; or Combination, and (yz) with respect to one-third of such shares, until the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders shareholders having the right to exchange their shares of common stock 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. 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 656,250 1,000,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. In February 2021As a result of a transaction in August 2020, the Company issued to Iron Spark I LLC Virtuoso Sponsor LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 held 3,450,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”). In December 2020, in the Company effected a private placement exempt from registration under Section 4(a)(2) 1.5 for 1 dividend and, as a result, as of the Securities Act of 1933date hereof, as amended (the “Act”)Sponsor holds 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; Combination; or (ii) subsequent to the consummation of a Business Combination, (xiii) when the closing price of the Common Stock shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock dividendsshare consolidations, share capitalizations, rights issuances, 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; Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which 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 656,250 675,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February 2021, the Company issued to Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 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”). 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 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 dividends, 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their 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. 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 656,250 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 February 2021September 2020, the Company issued to Iron Spark I Healthcare Capital Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 5,750,000 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”). 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; 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 share splits, stock dividendsshare 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; Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which 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 656,250 750,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In February 2021September 2019, the Company issued to Iron Spark I CF Finance Holdings II, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 11,500,000 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 June 2020, the Company effected a 1.3125-for-1 stock split resulting in the Sponsor holding an aggregate of 15,093,7500 Founder Shares. In August 2020, the Sponsor contributed to the capital of the Company for no consideration an aggregate of 718,750 Founder Shares resulting in the Sponsor holding an aggregate of 14,375,000 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 Initial Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; 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 share splits, stock dividendsshare 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; Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which 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 656,250 1,875,000 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. In February September 2021, the Company issued to Iron Spark I Jupiter Wellness Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 2,875,000 shares of the Company’s Class B common stock, par value stock of the Company for $0.0001 0.017 per share and $50,000 in the aggregate (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 the date of this Agreement, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock (the “Dividend”), resulting in there being an aggregate of 3,450,000 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 Initial Stockholders Sponsor until the earlier of: of (ia) one year following the consummation of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination; or Combination”), (iib) subsequent to following the consummation of a Business Combinationthe business combination, (x) when the closing last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination; or (y) the date initial business combination on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that which results in all of the Company’s stockholders public stockholder’s having the right to exchange their shares of common stock 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 hereinbelow). 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 the 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 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (but not including any Private Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into shares of Common Stock concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.