Common use of Outstanding Securities Clause in Contracts

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding shares of Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Amended and Restated Certificate of Incorporation”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Charter”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securitiessecurities of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares securities or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding shares of Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Amended and Restated Certificate of Incorporation; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and WarrantsShares, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesShares arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company Common Stock were at all relevant times either registered under the Act, the applicable state securities and blue sky Blue Sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantsshares of Common Stock, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. The holders of any outstanding securities of the Company have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any other security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued Founders’ Shares and outstanding securities of the Company Private Placement Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws ortimes, based in part on the representations and warranties of the purchasers purchaser of such Ordinary Shares and Warrantssecurities, exempt from such registration requirementsunder the Act. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the amended and restated certificate of incorporation or bylaws of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities shares of the Company Common Stock and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares Ordinary Shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of Common Stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of Common Stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares, Class B ordinary shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Shares, Class B ordinary shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares securities or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Common Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of common stock the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of common stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Class A Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares common stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of common stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company Ordinary Shares and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities shares of the Company Common Stock and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities shares of the Company Class A Common Stock have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities shares were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Class A Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Class A Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Amended and Restated Certificate of Incorporation”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and The holders of any outstanding securities of the Company have been duly authorized and validly issued no rights of rescission with respect thereto, and are fully paid and nonassessablenot subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any other security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued Founders’ Shares and outstanding securities of the Company Private Placement Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws ortimes, based in part on the representations and warranties of the purchasers purchaser of such Ordinary Shares and Warrantssecurities, exempt from such registration requirementsunder the Act. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Memorandum and Articles of Association of the Company; and, except as set forth in for the Registration Statement, Private Placement Warrants to be issued on the Statutory Prospectus and the ProspectusClosing Date, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company ordinary shares and warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares ordinary shares and Warrantswarrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association ”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities arising by operation of law or under the amended and restated certificate of incorporation or bylaws of the Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securitiessecurities of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and WarrantsShares, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered SecuritiesCompany; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding. The Ordinary Shares and Warrants included in the Units will conform in all material respects to all statements relating thereto contained in the Registration Statement, the Statutory Prospectus and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.

Outstanding Securities. All issued and The holders of any outstanding securities of the Company have been duly authorized and validly issued no rights of rescission with respect thereto, and are fully paid and nonassessablenot subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any other security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued Founder’s Securities and outstanding securities of the Company Additional Founder’s Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws ortimes, based in part on the representations and warranties of the purchasers purchaser of such Ordinary Shares and Warrantssecurities, exempt from such registration requirementsunder the Act. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in for the Registration StatementInitial Founders Warrants, the Statutory Prospectus Additional Founder’s Warrants and the ProspectusCo-Investment Units, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares common stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares common stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of Common Stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of Common Stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Class A Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Class A Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Second Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Second Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares capital stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; non-assessable, and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities arising by operation of law or under the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”), and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; non-assessable, and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Charter”), and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; non-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of Common Stock of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of Common Stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding shares of Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares any shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Amended and Restated Certificate of Incorporation”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares, Founder Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares, Founder Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and WarrantsShares, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securitiessecurities of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and have been duly and validly issued and delivered, and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securitiessecurities of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares common stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All None of the issued and outstanding securities shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding shares of Common Stock and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) or bylaws; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and The holders of any outstanding securities of the Company have been duly authorized and validly issued no rights of rescission with respect thereto, and are fully paid and nonassessablenot subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any other security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued Founders’ Common Stock and outstanding securities of the Company Sponsors’ Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws ortimes, based in part on the representations and warranties of the purchasers purchaser of such Ordinary Shares and Warrantssecurities, exempt from such registration requirementsunder the Act. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company; and, except as set forth in for the Registration Statement, the Statutory Prospectus Warrants and the ProspectusSponsors’ Warrants, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares shares of Common Stock and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Ordinary Shares and outstanding securities of the Company Public Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Public Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Amended and Restated Memorandum and Articles of Association; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued outstanding Common Shares and outstanding securities of the Company Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Common Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesSecurities arising by operation of law or under the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Charter”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantsshares of Common Stock, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesShares arising by operation of law or under the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Amended and Restated Certificate of Incorporation”); and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares Common Stock and Warrants, exempt from such registration requirements. The holders holder of issued and outstanding ordinary shares Common Stock of the Company are is not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares Common Stock or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and duly and validly issued and delivered and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and have been duly and validly issued and delivered and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Offered Securities; Company and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of capital stock of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company Ordinary Shares and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares of or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and Warrantssecurities, exempt from such registration requirements. The holders of issued and outstanding ordinary shares securities of the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares securities or other ownership interests in the Company are outstanding.

Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the issued and outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Ordinary Shares and WarrantsShares, exempt from such registration requirements. The holders of issued and outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered SecuritiesShares; and, except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.