Common use of Capitalization of SPAC Clause in Contracts

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized capital stock of SPAC consists of (i) 100,000,000 shares of SPAC Class A Common Stock, 17,250,000 of which are issued and outstanding, (ii) 10,000,000 shares of SPAC Class B Common Stock, of which 4,312,500 shares are issued and outstanding, and (iii) 1,000,000 shares of preferred stock, of which no shares are issued and outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of SPAC as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock (A) have been duly authorized and validly issued and are fully paid and nonassessable; (B) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC Governing Documents and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally bound; (C) have not 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, the SPAC Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant will be exercisable after giving effect to the Merger for one share of SPAC Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per share. As of the date of this Agreement, approximately 8,625,000 SPAC Public Warrants and 7,483,333 SPAC Private Placement Warrants are issued and outstanding. SPAC Warrants are not exercisable until the date that is thirty (30) days after the Closing Date. All outstanding SPAC 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 (A) the SPAC Governing Documents and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant Amendment, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common Stock. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, ​ ​ ​ stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common Stock, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any shares of SPAC Common Stock or the value of which is determined by reference to shares of SPAC Common Stock, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of SPAC Common Stock.

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized share capital stock of SPAC consists of (i) 100,000,000 shares 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 Common StockOrdinary Shares, 17,250,000 4,302,246 of which are issued and outstandingoutstanding 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), (iiiii) 10,000,000 shares of 20,000,000 SPAC Class B Common StockOrdinary Shares, 2,300,000 of which 4,312,500 shares are issued and outstanding, and (iii) 1,000,000 shares outstanding as of preferred stock, the date of which no shares are issued and outstandingthis Agreement. The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Shares as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Shares (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally boundsecurities; and (Ciii) are not subject to, nor have not they been issued in violation of 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; . (b) As of the date of this Agreement, 4,812,240 SPAC Warrants are issued and outstanding (D) are free assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants and clear of any Liens, SPAC Rights). No warrant to purchase SPAC Ordinary Shares has been issued other than restrictions on transfer arising under applicable securities Laws, and other than as set out those included in the SPAC Governing Documents. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to Units issued in the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant will be exercisable after giving effect to the Merger for one share of SPAC Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per shareIPO. As of the date of this Agreement, approximately 8,625,000 9,624,480 SPAC Public Warrants and 7,483,333 SPAC Private Placement Warrants Rights are issued and outstanding. outstanding (assuming the separation of all outstanding SPAC Units into underlying SPAC Class A Ordinary Shares, SPAC Warrants are and SPAC Rights). The Sponsor does not exercisable until the date that is thirty (30) days after the Closing Datehold 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, ​ ​ ​ stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common Stock, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any shares of SPAC Common Stock or the value of which is determined by reference to shares of SPAC Common Stock, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of SPAC Common Stock.

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized share capital stock of SPAC consists of $22,100.00 divided into (i) 100,000,000 shares of 200,000,000 SPAC Class A Common StockOrdinary Shares, 17,250,000 of which 9,910,124 shares are issued and outstandingoutstanding as of the date of this Agreement, (ii) 10,000,000 shares of 20,000,000 SPAC Class B Common Stock, of which 4,312,500 shares are issued and outstanding, and (iii) 1,000,000 shares of preferred stockOrdinary Shares, of which no shares are issued and outstanding. The foregoing represents all outstanding as of the date of this Agreement, and (iii) 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding shares as of the date of this Agreement, which in the aggregate constitute the entire share capital stock of SPAC as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Ordinary Shares (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued by SPAC in compliance in all material respects with applicable Law, including the Cayman Companies Act and federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally bound; (Ciii) are not subject to, nor have not they been issued in violation of 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (Div) are were issued free and clear of any Liens, Liens (other than restrictions on transfer arising under applicable securities Laws, and other than SPAC’s own Lien as set out provided for in the SPAC Governing DocumentsCharter). All filings and returns required by applicable Law to be delivered or made by SPAC to the Cayman Registrar or Governmental Authorities in any jurisdiction in respect of all issuances and transfers of SPAC Ordinary Shares have been duly and correctly delivered or made on a timely basis. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant will be exercisable after giving effect to the Merger for one share of SPAC Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per share. As of the date of this Agreement, approximately 8,625,000 17,575,000 SPAC Public Warrants and 7,483,333 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until the date that is thirty (30) days after the Closing Dateclosing of a Business Combination. All outstanding SPAC 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 equitythe Enforceability Exemptions; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockOrdinary Shares. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated herebyTransaction Documents, SPAC has not issued, granted and is not otherwise bound by or subject to any outstanding subscriptions, options, ​ ​ ​ stock restricted shares, restricted share units, share appreciation rights, warrants, rights or other securities convertible into (including debt securities), exchangeable or, exercisable or exchangeable or exercisable for shares of SPAC Common StockOrdinary Shares, or any other commitments commitments, calls, conversion rights, rights of exchange or privilege (whether preemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury sharesshares or other equity interests, or for the repurchase or redemption of any SPAC Ordinary Shares or other shares or equity interests of SPAC Common Stock or the value of which is determined by reference to the SPAC Ordinary Shares or other shares or equity interests of SPAC Common StockSPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, register for sale, redeem or otherwise acquire any shares of its SPAC Common StockOrdinary Shares. (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 authorized capital stock of SPAC consists of (i) 100,000,000 200,000,000 shares of SPAC Class A Common Stock, 17,250,000 of which 60,000,000 shares are issued and outstandingoutstanding as of the date of this Agreement, and (ii) 10,000,000 20,000,000 shares of SPAC Class B Common Stock, of which 4,312,500 15,000,000 shares are issued and outstanding, outstanding as of the date of this Agreement and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstandingoutstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Securities as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Securities (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally boundsecurities; and (Ciii) are not subject to, nor have not they been issued in violation of 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to the SPAC Public Amended and Restated Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant Warrants will be exercisable (after giving effect to the Merger Merger) for one share of SPAC Common Stock the Warrant Consideration at an exercise price of eleven Dollars and fifty cents ($11.50) per shareSPAC Warrant. As of the date of this Agreement, approximately 8,625,000 20,000,000 SPAC Public Common Warrants and 7,483,333 9,666,667 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until the date that is later of (x) September 10, 2021 and (y) thirty (30) days after the Closing DateClosing. All outstanding SPAC 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. Except as disclosed in the SPAC SEC Filings, SPAC is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to SPAC Common StockStock or any other equity interests of SPAC. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated herebyTransaction Agreements, SPAC has not granted any outstanding options, ​ ​ ​ stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common StockSecurities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any shares of SPAC Common Stock Securities or the value of which is determined by reference to shares of the SPAC Common StockSecurities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of its SPAC Common StockSecurities. (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 authorized share capital stock of SPAC consists of is $20,100 divided into (i) 100,000,000 shares of 180,000,000 SPAC Class A Common StockOrdinary Shares, 17,250,000 of which are issued and outstandingoutstanding as of the date of this Agreement, (ii) 10,000,000 shares of 25,000,000 SPAC Class B Common StockOrdinary Shares, of which 4,312,500 5,562,500 shares are issued and outstandingoutstanding as of the date of this Agreement, and (iii) 1,000,000 preference shares of preferred stockpar value $0.0001 each, of which no shares are issued and outstandingoutstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Securities as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Securities (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally boundsecurities; and (Ciii) are not subject to, nor have not they been issued in violation of 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant Warrants will be exercisable after giving effect to the Merger for one share of SPAC Common Stock Ordinary Share at an exercise price of eleven Dollars fifty cents ($11.50) per share. As of the date of this Agreement, approximately 8,625,000 7,500,000 SPAC Public Ordinary Warrants and 7,483,333 5,450,000 SPAC Private Placement Warrants are issued and outstanding. SPAC Warrants are not exercisable until the date that is later of (x) July 16, 2020 and (y) thirty (30) days after the Closing DateClosing. All outstanding SPAC 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Subscription Agreements, SPAC’s Governing Documents Documents, the Forward Purchase Agreement (which shall be terminated in accordance with Section 8.7) and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement, the Forward Purchase Agreement (which shall be terminated in accordance with Section 8.7) or the other documents contemplated hereby, SPAC has not granted any outstanding options, ​ ​ ​ stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common StockSecurities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any shares of SPAC Common Stock Securities or the value of which is determined by reference to shares of SPAC Common StockSecurities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of its SPAC Securities. (d) On or prior to the date of this Agreement, SPAC and HoldCo have entered into Subscription Agreements, in the forms attached to Section 5.13(d) of SPAC Common StockDisclosure Letter, with PIPE Investors, true and correct copies of which have been provided to the Company prior to the date of this Agreement, pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase HoldCo Ordinary Shares from HoldCo for a PIPE Investment Amount of at least $150,000,000 (such amount, the “Minimum PIPE Investment Amount”). On or prior to the date of this Agreement, SPAC has identified to the Company each of the PIPE Investors (or has caused the identification of each such PIPE Investor to the Company) and, to the knowledge of SPAC, the Company has not exercised its right to reasonably object to any such PIPE Investor as of the date of this Agreement. Such Subscription Agreements are in full force and effect with respect to, and binding on, SPAC and, to the knowledge of SPAC, on HoldCo and each PIPE Investor party thereto, in accordance with their terms. .

Capitalization of SPAC. (a) As of the date of this Agreement, the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which SPAC is authorized capital stock of SPAC consists to issue is 540,000,000 shares, consisting of (i) 100,000,000 440,000,000 shares of SPAC Common Stock, including 400,000,000 shares of SPAC Class A Common Stock, 17,250,000 of which 52,500,000 are issued and outstanding, (ii) 10,000,000 and 40,000,000 shares of SPAC Class B Common Stock, of which 4,312,500 shares 13,125,000 are issued and outstanding, and (iiiii) 1,000,000 shares of preferred stockSPAC preference shares, of which no shares are issued and outstandingoutstanding (clauses (i) to (ii) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Securities as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Securities: (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all applicable requirements set forth in (1A) the SPAC Governing Documents SPAC’s Organizational Documents, and (2B) any other applicable Contracts material Contract governing the issuance of such securities securities; and (iii) are not subject to which SPAC is a party or otherwise legally bound; (C) have not 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, the SPAC Governing SPAC’s Organizational Documents or any material Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject to the terms and conditions of the Warrant Agreements and, solely with respect to the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant will be exercisable after giving effect to the Merger for one share of SPAC Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per share. As of the date of this Agreement, approximately 8,625,000 17,500,000 SPAC Public $11.50 Warrants and 7,483,333 6,266,667 SPAC Private Placement $11.50 Warrants are issued and outstanding. SPAC Warrants are not exercisable until the date that is thirty (30) 30 days after the Closing DateClosing. All outstanding SPAC 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 (A1) the SPAC Governing SPAC’s Organizational Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC Governing SPAC’s Organizational Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Governing Subscription Agreements, SPAC’s Organizational Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities. (c) Except as set forth in this Section 5.13 of the SPAC Disclosure Letter 5.14 or as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, ​ ​ ​ stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common StockSecurities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any shares of SPAC Common Stock Securities or the value of which is determined by reference to shares of SPAC Common StockSecurities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any of its SPAC Securities. (d) SPAC has no Subsidiaries, apart from Merger Sub 1, 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. SPAC owns of record and beneficially all the issued and outstanding shares of SPAC Common Stockcapital stock of Merger Sub 1, free and clear of any Liens. The outstanding shares of capital stock of Merger Sub 1 (i) have been duly authorized and validly issued, and, to the extent applicable, are fully paid and non-assessable; and (ii) have been issued in compliance with the Organizational Documents of Merger Sub 1 and applicable Law. There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Merger Sub 1, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of Merger Sub 1 or the value of which is determined by reference to shares or other equity interests of Merger Sub 1, and there are no voting trusts, proxies or agreements of any kind which may obligate Merger Sub 1 to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of SPAC. (a) As of the date of this Agreement, the authorized share capital stock of SPAC consists is US$55,100, consisting of (i) 100,000,000 shares of 500,000,000 SPAC Class A Common Stock, 17,250,000 of which are issued and outstanding, (ii) 10,000,000 shares of SPAC Class B Common StockOrdinary Shares, of which 4,312,500 310,000 shares are issued and outstandingoutstanding as of the date of this Agreement, excluding 8,625,000 SPAC Class A Shares subject to possible redemption, and (ii) 50,000,000 SPAC Class B Ordinary Shares, of which 2,875,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 shares of preferred stockpreference shares, par value US$0.0001 per share, of which no shares are issued and outstandingoutstanding as of the date of this Agreement (clauses (i), (ii) and (iii) and SPAC Warrants (as defined below) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Securities as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Securities: (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally boundsecurities; and (Ciii) are not subject to, nor have not they been issued in violation of of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject As of the date of this Agreement and subject to the terms and conditions of the Warrant Agreements andAgreement and the A&R Warrant Agreement or the Assignment, solely with respect to the SPAC Public Warrant Assumption and Amendment Agreement, unless otherwise amended by the SPAC Public Warrant Amendmentas applicable, each SPAC Warrant will be exercisable (after giving effect to the Merger Merger) for one share of (1) SPAC Common Stock Class A Ordinary Share at an exercise price of eleven Dollars and fifty cents ($US$11.50) per share. As of the date of this Agreement, approximately 8,625,000 4,312,495 SPAC Public Warrants and 7,483,333 155,000 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until the date that is thirty (30) calendar days after the Closing DateClosing. All outstanding SPAC Warrants 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Subscription Agreements, SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities. Except as disclosed in the SPAC SEC Filings and except for the Subscription Agreements and the Registration 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 set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or and the other documents contemplated herebyAncillary Agreements, SPAC has not granted and does not have any obligations to grant any outstanding options, ​ ​ ​ stock share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common StockSecurities, or any other commitments or agreements providing for the issuance of additional shares, warrants or units, the sale of treasury shares, for or the repurchase or redemption of any shares of SPAC Common Stock or Securities, the value of which is determined by reference to shares of the SPAC Common StockSecurities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any of its SPAC Securities, or that restrict the transfer or voting of, any capital share or share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital share or share capital of, or other equity or voting interest in SPAC. (d) SPAC Common Stockhas 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 authorized share capital stock of SPAC consists is US$50,000, consisting of (i) 100,000,000 shares of 500,000,000 SPAC Class A Common StockOrdinary Shares, 17,250,000 of which 41,400,000 shares are issued and outstanding, (ii) 10,000,000 shares of 50,000,000 SPAC Class B Common StockOrdinary Shares, of which 4,312,500 10,350,000 shares are issued and outstanding, and (iii) 1,000,000 shares of preferred stock5,000,000 preference shares, par value US$0.0001 per share, of which no shares are issued and outstandingoutstanding (clauses (i), (ii) and (iii) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC as As of the date of this Agreement, no other capital equity or other voting securities of SPAC are issued, reserved for issuance or outstanding. All issued and outstanding shares of SPAC Common Stock Securities: (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities, and were issued free and clear of all Liens other than transfer restrictions under applicable securities to which Laws and the SPAC is a party or otherwise legally boundArticles; and (Ciii) are not subject to, nor have not they been issued in violation of 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject As of the date of the Agreement, subject to the terms and conditions of the Warrant Agreements andAgreement, solely with respect the SPAC Warrants will be exercisable for one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars and fifty cents (US$11.50) per share. As of the effective time of the SPAC Domestication, subject to the SPAC Public terms and conditions of the Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each whole SPAC Warrant will be exercisable (after giving effect to the Merger SPAC Domestication) for one share of Domesticated SPAC Common Stock at an exercise price of eleven Dollars and fifty cents ($US$11.50) per share. As of the date of this Agreement, approximately 8,625,000 20,700,000 SPAC Public Warrants and 7,483,333 10,280,000 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until the date that is later of (x) February 9, 2022 and (y) thirty (30) days after the Closing DateClosing. All outstanding SPAC Warrants 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities, and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the SPAC Articles; 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, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Subscription Agreements, SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities, any SPAC Warrants or any other equity interests of SPAC. Except as disclosed in the SPAC SEC Filings and except for the Subscription Agreements and the Registration 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 set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated herebyhereby (including any Subscription Agreements), SPAC has not granted any outstanding options, ​ ​ ​ stock share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares any equity interests of SPAC Common StockSPAC, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for or the repurchase or redemption of any shares equity interests of SPAC Common Stock or SPAC, the value of which is determined by reference to shares the equity interests of SPAC Common StockSPAC, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of its equity interests of SPAC. (d) SPAC Common Stockhas no Subsidiaries apart from Merger Sub 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 authorized share capital stock of SPAC consists is US$55,500, consisting of (i) 100,000,000 shares of 500,000,000 SPAC Class A Common Stock, 17,250,000 of which are issued and outstanding, (ii) 10,000,000 shares of SPAC Class B Common StockOrdinary Shares, of which 4,312,500 11,500,000 shares are issued and outstandingoutstanding as of the date of this Agreement, and (ii) 50,000,000 SPAC Class B Ordinary Shares, of which 2,875,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 shares of preferred stock5,000,000 preference shares, par value US$0.0001 per share, of which no shares are issued and outstandingoutstanding as of the date of this Agreement (clauses (i), (ii) and (iii) and SPAC Warrants (as defined below) collectively, the “SPAC Securities”). The foregoing represents all of the issued and outstanding shares of capital stock of SPAC Securities as of the date of this Agreement. All issued and outstanding shares of SPAC Common Stock Securities: (Ai) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; (Bii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the SPAC SPAC’s Governing Documents Documents, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise legally boundsecurities; and (Ciii) are not subject to, nor have not they been issued in violation of of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound; and (D) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the SPAC Governing Documents. (b) Subject As of the date of this Agreement and subject to the terms and conditions of the Warrant Agreements andAgreement, solely with respect to the SPAC Public Warrant Agreement, unless otherwise amended by the SPAC Public Warrant Amendment, each SPAC Warrant Warrants will be exercisable (after giving effect to the Merger Merger) for one share of (1) SPAC Common Stock Class A Ordinary Share at an exercise price of eleven Dollars and fifty cents ($US$11.50) per share. As of the date of this Agreement, approximately 8,625,000 13,500,000 SPAC Public Warrants and 7,483,333 7,750,000 SPAC Private Placement Warrants are issued and outstanding. The SPAC Warrants are not exercisable until the date that is thirty (30) days after the Closing DateClosing. All outstanding SPAC Warrants 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 (A1) the SPAC SPAC’s Governing Documents and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC SPAC’s Governing Documents or any Contract to which SPAC is a party or otherwise legally bound. Except for the SPAC Subscription Agreements, SPAC’s Governing Documents and this Agreement and as contemplated by the SPAC Public Warrant AmendmentAgreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Common StockSecurities. 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 set forth in this Section 5.13 of the SPAC Disclosure Letter or as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, ​ ​ ​ stock share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of SPAC Common StockSecurities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for or the repurchase or redemption of any shares of SPAC Common Stock or Securities, the value of which is determined by reference to shares of the SPAC Common StockSecurities, and there are no Contracts of any kind which may obligate SPAC to issue, purchase, redeem or otherwise acquire any shares of its SPAC Common StockSecurities. (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.