hereby replaced in their entirety with Exhibits A, B, C and D attached to this Amendment, respectively. References to the applicable exhibits in the Agreement shall be deemed to refer to the exhibits as replaced by this Amendment.
3. Amendment of Section 1.1(a). Section 1.1(a) of the Agreement shall be amended to replace 11,354,260 with 14,684,843.
4. Merger Matters.
4.1. Consent to Proceed with the Merger. For the purposes of the Agreement and without prejudice to VWGoAIs voting and other rights as a shareholder of the Company, VWGoAI consents to the Company negotiating and concluding the Merger and taking all appropriate actions related to the Merger, notwithstanding any covenants in the Agreement that might otherwise be interpreted to be inconsistent with such actions. The parties agree that the Merger does not constitute a Material Adverse Effect. From the date hereof until the earlier of the termination of the Agreement and the Second Closing, KCAC agrees that it shall not issue any shares of KCAC common stock or other equity securities convertible, exercisable or exchangeable into KCAC common stock at a price of less than $10 per share (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event).
4.2. KCAC Shares. If the Merger Closing occurs before the First Closing and/or the Second Closing, then, notwithstanding anything to the contrary in the Agreement, VWGoAI agrees to purchase, and KCAC agrees to issue and sell to VWGoAI, in each such Closing such number of shares of Class A common stock of KCAC (the KCAC Shares) as would have been issued in the Merger in exchange for the Shares issuable to VWGoAI in the applicable Closing, had such Shares been outstanding as of the Merger Closing, subject to the closing conditions set forth in Section 4.3 below and otherwise on the terms and conditions set forth in the Agreement.
4.3. Closing Conditions to VWGoAIs Obligation to Close. VWGoAIs obligation to purchase the KCAC Shares at a Closing pursuant to this Section 4 is subject to the fulfillment on or before each of the First Closing and/or Second Closing, as applicable, of each of the following conditions, unless waived in writing by VWGoAI. For purposes of this Section 4.3, the Company means the Company and KCAC:
(a) The Merger Closing shall have occurred;
(b) In the Merger, KCAC shall have issued or reserved for issuance in exchange for all Company securities at least 360,000,000 shares of KCAC common stock and shall have reserved for issuance to VWGoAI such number of KCAC shares as would have been issued in the Merger in exchange for the Shares issuable to VWGoAI in the applicable Closing, had such Shares been outstanding as of the Merger Closing;
(c) Immediately prior to the effective time of the Merger, the outstanding securities of KCAC consisted of 23,000,000 shares of Class A common stock, 5,750,000 shares of Class B common stock (which shall convert into shares of Class A common stock in connection with the KCAC Certificate Amendment (as defined in the BCA)), and warrants exercisable for 18,075,000 shares of Class A common stock at an exercise price of $11.50 per share;