Common use of Capitalization of Acquiror Clause in Contracts

Capitalization of Acquiror. (a) As of the date hereof, the authorized capital stock of Acquiror consists of 261,000,000 shares, including (i) 200,000,000 shares of Acquiror Class A Common Stock, 42,734,412 shares of which are issued and outstanding as of the date of this Agreement, (ii) 30,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date hereof, the The authorized capital stock of Acquiror (without giving effect to the filing of the Amended and Restated Certificate of Incorporation or the other transactions contemplated by this Agreement) consists of 261,000,000 shares, including (i) 200,000,000 shares of Acquiror Class A Common Stock, 42,734,412 35,490,000 shares of which are issued and outstanding as of the date of this Agreementoutstanding, (ii) 30,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreementoutstanding, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreementoutstanding, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound; and (iv) are free and clear of any Liens. As of the Effective Time, each share of Acquiror Class B Common Stock shall convert into an aggregate of 6,088,235 shares of Acquiror Class A Common Stock and each share of Acquiror Class K Common Stock shall convert into an aggregate of 8,697,479 shares of Acquiror Class A Common Stock.

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, the authorized share capital stock of Acquiror consists of 261,000,000 shares, including is $50,000 divided into (i) 200,000,000 shares of 479,000,000 Acquiror Class A Common StockShares, 42,734,412 shares of which 26,100,000 shares are issued and outstanding as of the date of this Agreementoutstanding, (ii) 30,000,000 shares of 20,000,000 Acquiror Class B Common StockShares, 5,000,000 shares of which 6,325,000 shares are issued and outstanding as of the date of this Agreementoutstanding, and (iii) 30,000,000 1,000,000 preference shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per shareeach, of which no shares are issued and outstanding as of the date of this Agreement (clauses (i), (ii), (iii) and (iviii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as As of the date of this Agreement, 18,165,610 rights, each entitling the holder thereof to receive one-sixteenth (1/16) of one Acquiror Class A Common Share upon the consummation of Acquiror’s Business Combination, are issued and outstanding (the “Acquiror Rights”). All issued and outstanding Acquiror Securities and Acquiror Rights (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities, and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and Acquiror’s Governing Documents; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, the authorized share capital stock of Acquiror consists of 261,000,000 shares, including (i) 200,000,000 100,000,000 shares of Acquiror Class A Common Stock, 42,734,412 shares 10,011,662 of which are issued and outstanding as of the date of this Agreement, Agreement and (ii) 30,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, and (iv) 1,000,000 shares of Acquiror preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (ivii) collectivelytogether, the “Acquiror Securities”). The foregoing represents all Except for (i) the Acquiror Units, (ii) the Acquiror Rights and (iii) the unit purchase option to purchase 600,000 Acquiror Units at a price of the issued and outstanding Acquiror Securities $11.50 per unit, as of the date of this Agreementhereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Acquiror, Acquiror Common Shares or other equity interests in Acquiror, or securities convertible into or exchangeable or exercisable for such equity interests. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) Acquiror’s Governing Documents, and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, and without taking into effect the issuance of the Forward Purchase Securities, the authorized capital stock of Acquiror consists of 261,000,000 shares, including (i) 200,000,000 100,000,000 shares of Acquiror Class A Common Stock, 42,734,412 shares of which 34,500,000 are issued and outstanding as of the date of this Agreementoutstanding, (ii) 30,000,000 10,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which 8,625,000 are issued and outstanding as of the date of this Agreement, and (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of Acquiror, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”)outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror Securities as of the date of this Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All issued and outstanding shares of Acquiror Securities Class A Common Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securitiesEquity Interests; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents Law or any Contract to which Acquiror is a party or otherwise boundbound (other than transfer restrictions under applicable Securities Laws and Acquiror’s Governing Documents); and (iv) are free and clear of any Liens (other than such Liens as created by applicable Securities Laws). All shares of capital stock of Acquiror are uncertificated, book-entry Equity Interests.

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, the authorized share capital stock of Acquiror consists of 261,000,000 shares, including is (i) 200,000,000 500,000,000 shares of Acquiror Class A Common StockStock of par value $0.0001 each, 42,734,412 shares 41,400,000 of which are issued and outstanding as of the date of this Agreement, (ii) 30,000,000 50,000,000 shares of Acquiror Class B Common StockStock of par value $0.0001 each, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, (iii) 30,000,000 10,350,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding as of the date of this Agreement, and (iviii) 1,000,000 5,000,000 preference shares of preferred stock, par value $0.0001 per shareeach, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) iii), together with the Acquiror Warrants and Acquiror Units, collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) Acquiror’s Governing Documents, and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, the authorized capital stock of Acquiror the Company consists of 261,000,000 shares, including (i) 200,000,000 75,000,000 shares of Acquiror Class A Common Stock, 42,734,412 shares of which 28,750,000 are issued and outstanding as of the date of this Agreementoutstanding, (ii) 30,000,000 10,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which 3,833,333 are issued and outstanding as of the date of this Agreementoutstanding, (iii) 30,000,000 15,000,000 shares of Acquiror Class K C Common Stock, 5,000,000 shares of which 5,750,000 are issued and outstanding as of the date of this Agreementoutstanding, and (iv) 1,000,000 preferred shares of preferred stock, par value $0.0001 per share0.0001, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”)outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror Securities as of the date of this Agreement. An additional 9,583,333 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants and 5,166,667 shares of Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants. In addition, $1,500,000 of working capital loans (“Working Capital Loans”) can be made by Affiliates of Acquiror that may be converted into warrants substantially similar to the Acquiror Private Warrants at a price of $1.50 per warrant at the option of the lender, and 1,000,000 shares of Class A Common Stock are issuable upon the exercise of such warrants. All issued and outstanding shares of Acquiror Securities Class A Common Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.; and (iv) are free and clear of any Liens. All shares of capital stock of Acquiror are uncertificated, book-entry equity interests. 56

Capitalization of Acquiror. (a) As of the date hereofof this Agreement, the authorized share capital stock of Acquiror consists of 261,000,000 shares, including is $55,500.00 divided into (i) 200,000,000 500,000,000 shares of Acquiror Class A Common Stock, 42,734,412 shares 27,800,287 of which are issued and outstanding as of the date of this Agreement(subject to all Cayman Acquiror Units separating in full), (ii) 30,000,000 50,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which 6,950,072 shares are issued and outstanding as and (iii) 5,000,000 preferred shares of which none and issued and outstanding (clauses (i) and (ii) collectively, the date "Cayman Securities"). As of this immediately prior to the First Effective Time (without giving effect to any subscriptions under the Subscription Agreements or the PIPE Other Subscription Agreement), the authorized share capital of Acquiror will be $325,000.00 divided into (i) 1,750,000,000 shares of Acquiror Class A Common Stock, 34,750,359 of which will be issued and outstanding (subject to all Domesticated Acquiror Units separating in full), (ii) 600,000,000 shares of Acquiror Class B Common Stock, of which 0 shares will be issued and outstanding, (iii) 30,000,000 800,000,000 shares of Domesticated Acquiror Class K C Common Stock, 5,000,000 shares of which are 0 shares will be issued and outstanding as of the date of this Agreementoutstanding, and (iv) 1,000,000 100,000,000 shares of blank check preferred stock, par value $0.0001 per share, of which no 0 shares are will be issued and outstanding as of the date of this Agreement (clauses (i) through (iv), (ii), (iii) and (iv) collectivelytogether with the Cayman Securities, the “"Acquiror Securities”"). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this AgreementSecurities. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s 's Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities; securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s 's Governing Documents or any Contract to which Acquiror is a party or otherwise bound.