Common use of Capitalization of SPAC Clause in Contracts

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding SPAC Shares as of the date of this Agreement. All issued and outstanding SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC’s Governing Documents and this Agreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) Except as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, warrants, rights or other securities convertible, exercisable or exchangeable for SPAC Securities, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s were not issued in violation of the Governing Documents, Documents of SPAC or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized share capital of SPAC consists is US$22,1000, consisting of (i) 10,000,000 200,000,000 SPAC Preference Class A Ordinary Shares, none of which is 5,000,000 shares are issued or and outstanding as of the date of this Agreement, and (ii) 470,000,000 20,000,000 SPAC Class A B Ordinary Shares, 4,302,246 of which 2,191,873 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 preference shares, par value US$0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rightsclauses (i), (ii) and (iii) 20,000,000 and SPAC Class B Ordinary SharesWarrants (as defined below) collectively, 2,300,000 of which are issued and outstanding as of the date of this Agreement“SPAC Securities”). The foregoing represents all of the issued and outstanding SPAC Shares Securities as of the date of this Agreement. All issued and outstanding SPAC Shares 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 with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement and subject to the terms and conditions of the Warrant Agreement, 4,812,240 the SPAC Warrants are issued and outstanding will be exercisable (assuming after giving effect to the separation of all outstanding SPAC Units into underlying Merger) for one (1) SPAC Class A Ordinary Shares, SPAC Warrants Share at an exercise price of eleven Dollars and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPOfifty cents (US$11.50) per share. As of the date of this Agreement, 9,624,480 6,500,000 SPAC Rights Public Warrants and 7,900,000 SPAC Private Placement Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, outstanding. The SPAC Warrants and SPAC Rights). The Sponsor does are not hold any SPAC Rightexercisable until thirty (30) calendar days after the Closing. All outstanding SPAC Warrants and SPAC Rights Warrants: (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the Subscription Agreements, SPAC’s Governing Documents and this Agreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. Except as disclosed in the SPAC SEC Filings and except for the Subscription Agreements and the Investor Rights Agreement, SPAC is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to SPAC Ordinary Shares or any other equity interests of SPAC. (c) Except as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible, exercisable convertible into or exchangeable or exercisable for SPAC Securities, or any other commitments or agreements providing for the issuance of additional Equity Securitiesshares, for the sale of treasury shares, or the repurchase or redemption of any Equity Securities or SPAC Securities, the value of which is determined by reference to the Equity Securities of SPACSPAC Securities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPACits SPAC Securities. (d) SPAC has no Subsidiaries, Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares, Sponsor Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s were not issued in violation of the Governing Documents, Documents of SPAC or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares, Sponsor Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsstockholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 6.6(a) of the date of this AgreementSPAC Disclosure Schedule sets forth a true, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as correct and complete statement of the date of this Agreement, number and class or series (iias applicable) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding SPAC Common Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . Such Equity Securities (i) were not issued in violation of the Governing Documents of SPAC and (ii) are not subject to any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of SPAC) and were not issued in violation of any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any Person. The SPAC Class A Shares that will be issued pursuant to the Transactions (i) have been offeredbeen, sold or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and fully paid, (ii) were, or will be, issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not, and will not subject tobe, nor have they been issued in breach or 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 Lawpreemptive rights or Contract. Except for the SPAC Common Shares and SPAC Warrants set forth on Section 6.6(a) of the SPAC Disclosure Schedule (assuming that no SPAC Stockholder Redemptions are effected), SPAC’s Governing Documents or any Contract immediately prior to which Closing, there shall be no other Equity Securities of SPAC is a party or otherwise boundissued and outstanding. (b) As of the date of Except as expressly contemplated by this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary SharesAncillary Documents or the Transactions or as otherwise either permitted pursuant to Section 8.9 or issued, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreementgranted or entered into, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Sharesas applicable, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC’s Governing Documents and this AgreementSection 8.9, there are no outstanding Contracts of SPAC to repurchase(i) equity appreciation, redeem phantom equity or otherwise acquire any SPAC Securities. profit participation rights or (cii) Except as contemplated by this Agreement or the other documents contemplated herebyoptions, SPAC has not granted any outstanding optionsrestricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other securities convertibleContracts that could require SPAC to issue, exercisable sell or exchangeable for SPAC Securitiesotherwise cause to become outstanding or to acquire, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of redeem any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem securities convertible into or otherwise acquire any exchangeable for Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.06(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Public Units (including the SPAC Public Shares as of and SPAC Public Warrants included therein), SPAC Private Units (including the date of this AgreementSPAC Private Shares and SPAC Private Warrants included therein), representative shares, and Founder Shares. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . The issuance of SPAC Public Shares or SPAC Private Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, be duly authorized, validly issued, fully paid, and non-assessable. Except as set forth in Section 4.06(a) of the SPAC Disclosure Schedules or the SPAC SEC Reports, such Equity Securities (iii) have been offeredwere not issued granted, offered and sold and issued in compliance with violation of the Governing Documents of SPAC or any applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable LawPerson, SPAC’s Governing Documents or (iii) were not issued in violation of any Contract to which SPAC is a party to or otherwise by which SPAC is bound, and (iv) are owned free and clear of any Liens other than the Permitted Liens. Except for the SPAC Public Shares, SPAC Public Warrants, SPAC Public Units, SPAC Private Units, SPAC Private Shares, SPAC Private Warrants, representative shares and Founder Shares set forth on Section 4.06(a) of the SPAC Disclosure Schedules or the SPAC SEC Reports (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC. (b) Except as disclosed in the SPAC SEC Reports, in Section 4.06(b) of the SPAC Disclosure Schedules, or as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or the SPAC’s Governing Documents and this AgreementDocuments, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell, or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable or exercisable for Equity Securities of SPAC, or any other Contracts to which SPAC is a party or by which SPAC is bound obligating SPAC to issue or sell any shares of capital stock of, other equity interests in (whether or not outstanding) or debt securities of, SPAC or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the SPAC, or obligating SPAC to enter into any commitment or agreement containing such obligation. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any Equity Securities of SPAC, nor has SPAC Securitiesgranted any registration rights to any Person with respect to any Equity Securities of SPAC (other than as permitted pursuant to this Agreement). (c) Except as contemplated by this disclosed in the SPAC SEC Reports or in Section 4.06(b) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other Indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except for the Sponsor Letter Agreement or as disclosed in the other documents contemplated herebySPAC SEC Reports or in Section 4.06(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement, voting trusts, proxies or registration rights or other securities convertible, exercisable or exchangeable for SPAC Securities, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference agreement relating to the Equity Securities of SPAC, and there are no Contracts or any other agreements or understandings with respect to the voting of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any the Equity Securities of SPAC. (d) . SPAC has no Subsidiaries, and does not ownown any Equity Securities in any other Person or have any right, directly option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or indirectlycommitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any equity interests Equity Securities, or other interests any securities or investments (whether equity obligations exercisable or debt) in exchangeable for or convertible into any PersonEquity Securities, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other of such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . The issuance of SPAC Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefore, if any, be duly authorized, validly issued, fully paid, and non-assessable. Except as set forth on Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of SPAC, (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of SPAC) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal . Except for the SPAC Shares and state securities Laws, and all requirements SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC. (b) Except as disclosed in the SPAC SEC Reports, as set forth on Section 4.6(a) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to in writing by the Company and SPAC, there are no outstanding (1i) equity appreciation, phantom equity or profit participation rights or (ii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC’s Governing Documents and this Agreement, there are no outstanding Contracts contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this disclosed in the SPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other Indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except for the Sponsor Support Agreement, Registration Rights and Lock-Up Agreement or as otherwise as disclosed in the other documents contemplated herebySPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, SPAC is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any Person or has not granted any outstanding optionsright, warrantsoption, rights warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares, Sponsor Group Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . The issuance of SPAC Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, if any, be duly authorized, validly issued, fully paid, and non-assessable. Except as set forth on Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of SPAC or any applicable Law and (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares, Sponsor Group Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, as set forth on Section 4.6(a) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to in writing by the Company and SPAC, there are no outstanding (i) equity appreciation, phantom equity or profit participation rights or (ii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this disclosed in the SPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other Indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except for the Sponsor Support Agreement, Registration Rights Agreement or as otherwise as disclosed in the other documents contemplated herebySPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this AgreementSPAC Disclosure Schedules sets forth a true, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as correct and complete statement of the date of this Agreement, number and class or series (iias applicable) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding SPAC Shares as and the number of issued and outstanding SPAC Warrants, in each case, prior to giving effect to the date of this PIPE Financing, the SPAC Stockholder Redemption and the transactions contemplated by the Sponsor Support Agreement. All issued and outstanding SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . All outstanding Equity Securities of SPAC (i) were not issued in violation of the Governing Documents of SPAC or in violation of any other Contracts to which SPAC is a party or by which it is otherwise bound, and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of SPAC) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (assuming that no SPAC Stockholder Redemptions are effected), immediately prior to Closing and before giving effect to the PIPE Financing and the transactions contemplated by the Sponsor Support Agreement, there are no other Equity Securities of SPAC issued and outstanding. (b) Except as expressly contemplated by the PIPE Subscription Agreements or as issued, granted or entered into, as applicable, in accordance with Section 5.9, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC to, and there is no obligation to SPAC to, issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. (c) Other than as set forth on Section 4.6(c) of the SPAC Disclosure Schedule and, except as permitted by Section 5.9(b), SPAC has no Subsidiaries and does not own or hold, directly or indirectly, any Equity Securities in any Person or the right to acquire any such Equity Security, and SPAC is not a partner, member or similar participant of or in any partnership, limited liability company or similar business entity. No Subsidiary of SPAC owns or holds, directly or indirectly, any Equity Securities in SPAC or the right to acquire any such Equity Security. (d) There are no outstanding bonds, debentures, notes or other indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of SPAC Shares may vote. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any SPAC’s Equity Securities between SPAC and any other Person. SPAC is not a party to any shareholders agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. There are no securities issued by or to which SPAC is a party containing anti-dilution or similar provisions that will be triggered by the consummation of the Transactions, in each case, that have not been or will not be waived on or prior to the Closing Date. (e) Section 4.6(e) of the SPAC Disclosure Schedules sets forth a list of all indebtedness for borrowed money of SPAC as of the date of this Agreement, including the principal amount of such indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (f) All outstanding SPAC Shares have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and in all requirements set forth in (1) SPAC’s Governing Documents, and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundmaterial respects. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC’s Governing Documents and this Agreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) Except as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, warrants, rights or other securities convertible, exercisable or exchangeable for SPAC Securities, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As of the date of this Agreement, the SPAC is authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 to issue 100,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 10,000,000 SPAC Class B Ordinary Shares, 2,300,000 and 1,000,000 shares of which are issued and outstanding as preferred stock, $0.0001 par value per share. Section 6.6(a) of the date SPAC Disclosure Schedule sets forth a true, correct and complete statement of this Agreement. The foregoing represents all the number and class or series (as applicable) of the issued and outstanding SPAC Shares as Common Shares, shares of the date of this Agreementpreferred stock, and SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; . Such Equity Securities (i) were not issued in violation of the Governing Documents of SPAC and (ii) are not subject to any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of SPAC) and were not issued in violation of any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any Person. The SPAC Class A Shares that will be issued pursuant to the Transactions (i) have been offeredbeen, sold or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and fully paid, (ii) were, or will be, issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not, and will not subject tobe, nor have they been issued in breach or 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 Lawpreemptive rights or Contract. Except for the SPAC Common Shares and SPAC Warrants set forth on Section 6.6(a) of the SPAC Disclosure Schedule (assuming that no SPAC Stockholder Redemptions are effected), SPAC’s Governing Documents or any Contract immediately prior to which Closing, there shall be no other Equity Securities of SPAC is a party or otherwise boundissued and outstanding. (b) As of the date of Except as expressly contemplated by this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary SharesAncillary Documents or the Transactions or as otherwise either permitted pursuant to Section 8.9 or issued, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreementgranted or entered into, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Sharesas applicable, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) 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, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC’s Governing Documents and this AgreementSection 8.9, there are no outstanding Contracts of SPAC to repurchase(i) equity appreciation, redeem phantom equity or otherwise acquire any SPAC Securities. profit participation rights or (cii) Except as contemplated by this Agreement or the other documents contemplated herebyoptions, SPAC has not granted any outstanding optionsrestricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other securities convertibleContracts that could require SPAC to issue, exercisable sell or exchangeable for SPAC Securitiesotherwise cause to become outstanding or to acquire, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of redeem any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem securities convertible into or otherwise acquire any exchangeable for Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares, Sponsor Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued issued. All SPAC Shares and Sponsor Shares are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s were not issued in violation of the Governing Documents, Documents of SPAC or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right rights (other than transfer restrictions under any provision of any applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares, Sponsor Shares, SPAC Warrants, and SPAC Convertible Notes set forth in Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), any SPAC Units which have not been split into their component securities, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, or as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s Governing Documents, were not issued in violation of the SPAC Memorandum and Articles of Association or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Person (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in transfer restrictions under applicable Securities Laws or under the SPAC Units issued in the SPAC IPO. As Memorandum and Articles of the date of this Agreement, 9,624,480 SPAC Rights are issued Association) and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does were not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemption Rights), any SPAC Class A Shares which may be issued upon the conversion of SPAC Class B Shares in accordance with the SPAC Memorandum and Articles of Association, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions any SPAC Working Capital Loans or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions, any SPAC Working Capital Loans or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of SPAC or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or as set out in the SPAC Memorandum and Articles of Association, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise TABLE OF CONTENTS​​ acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules and any SPAC Working Capital Loans, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares, Sponsor Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s were not issued in violation of the Governing Documents, Documents of SPAC or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares, Sponsor Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as Disclosure Schedules sets forth a true and complete statement of the date of this Agreement, number and class or series (iias applicable) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued and outstanding as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding SPAC Shares as of and the date of this AgreementSPAC Warrants prior to Closing. All issued and outstanding Equity Securities of SPAC Shares (iexcept to the extent such concepts are not applicable under the applicable Law of SPAC’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) prior to Closing have been duly authorized and validly issued and are fully paid and non-assessable; . Such Equity Securities (i) were not issued in violation of the SPAC Governing Document and (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Person (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in transfer restrictions under applicable Securities Laws or under the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued Governing Document) and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does were not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC’s Governing Documents SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (assuming that no SPAC Shareholder Redemptions are effected), immediately prior to Closing, there shall be no other Equity Securities of SPAC issued and outstanding. (b) Except as expressly contemplated by this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby or as otherwise either permitted pursuant to Section 5.10 or issued, granted or entered into, as applicable, in accordance with Section 5.10, there are no outstanding Contracts of SPAC to repurchase(A) equity appreciation, redeem phantom equity or otherwise acquire any SPAC Securities. profit participation rights or (cB) Except as contemplated by this Agreement or the other documents contemplated herebyoptions, SPAC has not granted any outstanding optionsrestricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other securities convertibleContracts that could require SPAC to issue, exercisable sell or exchangeable for SPAC Securitiesotherwise cause to become outstanding or to acquire, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of redeem any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem securities convertible into or otherwise acquire any exchangeable for Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares as of the date of this AgreementShares, Sponsor Shares, SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of Post-Closing SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s were not issued in violation of the Governing Documents, Documents of SPAC or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any Person (other than transfer restrictions under applicable Law, SPAC’s Securities Laws or under the Governing Documents or any Contract to which SPAC is a party or otherwise bound. (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in the SPAC Units issued in the SPAC IPO. As of the date of this Agreement, 9,624,480 SPAC Rights are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium ) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are were not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares, Sponsor Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Stockholder Redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(a) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or SPAC’s Governing Documents, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any securities or Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, there are no outstanding bonds, debentures, notes or other Indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Stockholders may vote. Except for the Sponsor Letter Agreement, the Lockup Agreement, the Registration Rights Agreement or as otherwise disclosed in the SPAC SEC Reports or in Section 4.6(a) of the SPAC Disclosure Schedules, SPAC is not a party to any stockholders agreement, voting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities or obligations exercisable or exchangeable for or convertible into any Equity Securities, of such Person. (c) Except as contemplated by this Agreement or As of the other documents contemplated herebydate hereof, SPAC has not granted any outstanding optionsthe authorized share capital of Merger Sub consists of 1,000 shares of common stock, warrantspar value $0.001 per share, rights or other securities convertible, exercisable or exchangeable for SPAC Securities, or any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined 1,000 shares are issued and outstanding and beneficially held (and held of record) solely by reference SPAC as of the date of this Agreement. Such outstanding shares have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to the Equity Securities of SPACpreemptive rights, and there are no Contracts held by SPAC free and clear of any kind which may obligate SPAC to issueall Liens, purchase, redeem or otherwise acquire any Equity Securities other than transfer restrictions under applicable securities laws and the Governing Documents of SPACMerger Sub. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of SPAC. (a) As Section 4.6(a) of the date of this Agreement, the authorized share capital of SPAC consists of (i) 10,000,000 SPAC Preference Shares, none of which is issued or outstanding as of the date of this Agreement, (ii) 470,000,000 SPAC Class A Ordinary Shares, 4,302,246 of which are issued Disclosure Schedules sets forth a true and outstanding complete statement as of the date of this Agreement (including 3,837,766 SPAC Class A Ordinary Shares subject to possible redemption, and assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights), (iii) 20,000,000 SPAC Class B Ordinary Shares, 2,300,000 of which are issued and outstanding as of the date of this Agreement. The foregoing represents all number and class or series (as applicable) of the issued and outstanding SPAC Shares as of the date of this Agreementand SPAC Warrants. All issued and outstanding Equity Securities of SPAC Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered. The issuance of SPAC Shares upon the exercise or conversion, sold and issued as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in compliance accordance with applicable Lawthe terms of such Equity Securities against payment therefor, including federal and state securities Lawsbe duly authorized, validly issued, fully paid, and all requirements non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (1i) SPAC’s Governing Documents, were not issued in violation of the SPAC Memorandum and Articles of Association or any applicable Law and (2) any other applicable Contracts governing the issuance of such securities; and (iiiii) are not subject to, nor have they been issued in violation of, to any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise bound. Person (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than those included in transfer restrictions under applicable Securities Laws or under the SPAC Units issued in the SPAC IPO. As Memorandum and Articles of the date of this Agreement, 9,624,480 SPAC Rights are issued Association) and outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Rights). The Sponsor does were not hold any SPAC Right. All outstanding SPAC Warrants and SPAC Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, of any purchase optionpreemptive rights, call option, right of first refusal, preemptive rightsubscription rights, subscription right transfer restrictions or any similar right under any provision rights of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise boundPerson. Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemption Rights), any SPAC Class A Shares which may be issued upon the conversion of SPAC Class B Shares in accordance with the SPAC Memorandum and Articles of Association, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC’s Governing Documents and . (b) Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions any SPAC Working Capital Loans or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions, any SPAC Working Capital Loans or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of SPAC or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or as set out in the SPAC Memorandum and Articles of Association, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. (c) securities or Equity Securities of SPAC. Except as contemplated by this Agreement disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules and any SPAC Working Capital Loans, there are no outstanding bonds, debentures, notes or other documents contemplated herebyIndebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC has is not granted a party to any outstanding optionsshareholders agreement, warrantsvoting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, rights option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or other commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities convertible, or obligations exercisable or exchangeable for SPAC Securities, or convertible into any other commitments or agreements providing for the issuance of additional Equity Securities, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of SPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any Equity Securities of SPAC. (d) SPAC has no Subsidiaries, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money in, loan money to or make any capital contribution to any other such Person.