Common use of Forward Purchase Shares Clause in Contracts

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 2,500,000 Class A Shares (the “Maximum Shares”), for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 share (the “FPS Forward Purchase Price”), or up to a maximum of $25,000,000 in the aggregate. (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares, respectively. (iii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). No later than one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up (1) the number of Forward Purchase Shares which is the quotient of (x) the amount of capital committed to 2,000,000 the Purchaser and allocated to this Agreement as notified by the Purchaser to the Company as promptly as practicable after the date hereof and no later than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination is executed by the Company (the “Allocation Notice”), which amount shall be no more than $25,000,000, and (y) $10.00 (the “Number of Forward Purchase Shares”), at a for an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Shares issued and sold hereunder (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, deliver written notice to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaseras early as practicable, and in any case at least ten eleven (1011) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify Price, specifying the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an the account designated by of the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two Two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”)notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closingnotice. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such accountthe Company, the Company shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, up to 2,000,000 an aggregate of 1,500,000 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Shareshare, or an aggregate purchase price of up to $20,000,000 15,000,000 in the aggregate (the “FPS Forward Purchase Price”). Any reduction of the number of Forward Purchase Shares shall be made in the sole discretion of the Company. (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to subscribe for and purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, specifying the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Purchase DeadlineForward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, up to 2,000,000 an aggregate of 3,500,000 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Shareshare, or an aggregate purchase price of up to $20,000,000 35,000,000 in the aggregate (the “FPS Forward Purchase Price”). Any reduction of the number of Forward Purchase Shares shall be made in the sole discretion of the Company. (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to subscribe for and purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, specifying the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Purchase DeadlineForward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 20,000,000 Class A Shares (the “Maximum Shares”), determined as set forth in clause 1(a)(ii), for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Class A Share (the “FPS Forward Purchase Price”), or up to a maximum of $200,000,000 in the aggregate. (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in net proceeds to the Company in an aggregate amount necessary to satisfy the Company’s aggregate payment obligations (that the Company is not otherwise able to satisfy such obligations with available cash) resulting from the exercise by any holder of Public Shares of such holder’s redemption right in connection with the Proposed Business Combination (the “Redemption Obligation”). Following the Company’s satisfaction of the Redemption Obligation in full, and only following such satisfaction in full, a number of Forward Purchase Shares may be issued and sold by the Company and purchased by the Purchaser hereunder equal to that number which, after payment of the aggregate Forward Purchase Price by the Purchaser for such Forward Purchase Shares, will result in gross proceeds to the Company in an aggregate amount reasonably determined by the Company and the Purchaser to be necessary for general corporate purposes of the Company in connection with or following consummation of the Proposed Business Combination. Notwithstanding anything to the contrary in this Agreement, in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares. Each of the Company and the Purchaser acknowledges and agrees that sales of Forward Purchase Shares under this Agreement, not the Original Forward Purchase Agreement, shall be the Company’s first resort for satisfying its Redemption Obligation; provided, however, that if the minimum cash condition in Section 8.8 of the Kingfisher Contribution Agreement can be satisfied with cash otherwise available to the Company, then sales of units under the Original Forward Purchase Agreement shall first be used to satisfy the Company’s Redemption Obligation. (iii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten three (103) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (a) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (b) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 1,000,000 Class A Shares (the “Maximum Shares”), for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 share (the “FPS Forward Purchase Price”), or up to a maximum of $10,000,000 in the aggregate. (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares, respectively. (iii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). No later than one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the PurchaserPurchasers, severally and not jointly, and the Purchaser Purchasers shall purchase from the Company, up to 2,000,000 Forward Purchase Shares, at a purchase price of $10.00 per share, an aggregate of 2,500,000 Forward Purchase Share, or Shares for an aggregate purchase price of up to $20,000,000 25,000,000 (the “FPS Purchase Price”), with the allocation of the Forward Purchase Shares among the Purchasers to be determined by the Adviser, in its sole discretion (the “Adviser Allocation”). Each Forward Purchase Share will have the same terms as the private placement shares to be issued under the Private Placement Shares Purchase Agreement substantially in the form attached as Exhibit 10.6 to the Registration Statement, in connection with the IPO. (ii) The Company shall have require the option, exercisable in its sole discretion, Purchasers to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the PurchaserAdviser and the Purchasers, at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify , specifying the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price Closing and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written Company Notice, (i) the Adviser shall deliver notice of the Adviser Allocation (the “Purchase DeadlineAdviser Allocation Notice”), ) to the Company and the Purchasers and (ii) each Purchaser shall deliver its respective portion of the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany Notice, to be held in escrow pending the Business Combination ClosingFPS Closing (as defined below). If the Business Combination FPS Closing does not occur within thirty (30) days after the Purchaser delivers Purchasers deliver the FPS Purchase Price to such account, the Company shall shall, upon request of the Adviser, return to the Purchaser Purchasers the FPS Purchase Price; , provided that the return of the FPS Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Company Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationthis Section 1(a)(ii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, up to 2,000,000 an aggregate of 4,500,000 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Shareshare, or an aggregate purchase price of up to $20,000,000 45,000,000 in the aggregate (the “FPS Forward Purchase Price”). Any reduction of the number of Forward Purchase Shares shall be made in the sole discretion of the Company. (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to subscribe for and purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, specifying the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Purchase DeadlineForward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 1,000,000 Class A Shares (the “Maximum Shares”), in the respective percentage set forth opposite such Purchaser’s name in the chart set forth below in this Section 1(a), for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Share (the “FPS Forward Purchase Price”)., or up to a maximum of $10,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor III LLC 100 % (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares. (iii) Each Forward Purchase Share will have the same terms as each Private Placement Share. The Forward Purchase Shares will be non- redeemable so long as they are held by the Purchaser or its Permitted Transferees (as defined below). If the Forward Purchase Shares are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Shares will have the same terms as the Public Shares. (iv) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing. If , the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Aggregate Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to such account, the account specified by the Company shall return in such notice. Immediately prior to the Purchaser Forward Closing on the FPS Purchase Price; provided that Forward Closing Date, (A) the return of the FPS Forward Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.released from escrow

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up the number of Forward Purchase Shares set forth on the signature page to 2,000,000 this Agreement next to the line item “Number of Forward Purchase Shares, ” at a purchase price of $10.00 per 9.50 multiplied by the number of Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Shares issued and sold hereunder (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the number of Forward Purchase Shares provided pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify escrow account, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by of a third-party escrow agent, which may be the Company. Subject ’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Company and the Purchaser shall thereafter purchase such Forward Purchase Shares on Escrow Agent (the terms set forth in this Section 1(a)(ii“Escrow Agreement”). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”)notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadlinenotice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such accountthe Escrow Agent, the Company shall Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price; , provided that the return of the FPS Purchase Price funds placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, up to 2,000,000 an aggregate of 7,500,000 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Shareshare, or an aggregate purchase price of up to $20,000,000 75,000,000 in the aggregate (the “FPS Forward Purchase Price”). Any reduction of the number of Forward Purchase Shares shall be made in the sole discretion of the Company. (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to subscribe for and purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, specifying the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Purchase DeadlineForward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject Upon and subject to the terms and satisfaction (or waiver) of the conditions set forth in this Agreementon Annex 2, at the Closing (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 ordinary shares of the Company, of no par value (the “Ordinary Shares”) (such Ordinary Shares, the “Forward Purchase Shares”), each at a purchase price of $10.00 per Forward the FPA Purchase Share, or Price and for an aggregate purchase price of up $100,000,000 (or to the extent an aggregate purchase price of $20,000,000 (100,000,000 would result in the issuance of fractional shares by the Company, such other amount that is nearest to, but less than, $100,000,000 which will not require the Company to issue any fractional share)(such amount, the “FPS Aggregate Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election to the Purchaser (the “Company Election Purchase Notice”), at any time prior to the Termination Date (as defined below) to but following determination by the Company and the Purchaser that the conditions set forth on Annex 2 have been satisfied (and/or waived by the Company and/or the Purchaser, as applicable, in their respective sole discretion) or will be satisfied (and/or waived by the Company and/or the Purchaser, as applicable, in their respective sole discretion) at least ten the Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase (10) Business Days before based on the funding of the FPS Aggregate Purchase Price to an account specified by and the Company. The Company Election Notice shall specify per share FPA Purchase Price), the anticipated date of the Business Combination Closing, closing of the number sale of the Forward Purchase Shares it is requesting that (the Purchaser purchase“Closing”), which date shall be at least five (5) Business Days following the giving of the Purchase Notice (such date of Closing, the aggregate FPS “Closing Date”), the FPA Purchase Price, the Aggregate Purchase Price and instructions for wiring the FPS Aggregate Purchase Price to an account or account(s) designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth As used in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor not a day on which banking institutions are generally authorized or required by law or regulation to close in the The City of New York, New York, or Singapore.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase the Forward Purchase Shares from public shareholders for no greater than the CompanyRedemption Price per share indicated by the SPAC’s most recent periodic report (the “Prepaid Forward Purchase Price”). As a result of the Business Combination, up each Forward Purchase Share shall convert into one share of Parent Preferred Stock (including the shares of Parent Common Stock underlying the Parent Preferred Stock, the “Purchased Shares”). Upon the Business Combination closing, the greater of 100,000 Purchased Shares or 5% (five percent) of the Purchased Shares shall be deemed to 2,000,000 be “Commitment Shares” and the remaining Purchased Shares shall be deemed to be “Prepaid Forward Purchase Shares”. For example, at a purchase price of $10.00 per if the entire 1.5 million Forward Purchase ShareShares are acquired by the Purchaser, or an aggregate purchase price 1.4 million shall be allocated to Prepaid Forward Purchase Shares and 100,000 shall be allocated to Commitment Shares. (i) No later than the earlier of up (a) one (1) local business day after the Business Combination closing and (b) the date any assets from SPAC’s trust account are disbursed in connection with the Business Combination, SPAC and the Company shall cause Purchaser to $20,000,000 be paid directly, out of the funds held in SPAC’s trust account, a cash amount (the “FPS Purchase Prepayment Amount”) equal to the number of Purchased Shares multiplied by the amount paid to redeeming stockholders in connection with the Business Combination (the “Redemption Price”). (ii) The Company shall have Upon the option, exercisable in its sole discretion, to request that sale of the Purchaser purchase the Prepaid Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, will remit the aggregate FPS Purchase Reference Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject (as defined below) per share to the SPAC. On the earlier of (i) the date that Parent, SPAC or Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Sharesbreaches this Agreement, (ii) the Purchaser shall thereafter purchase such Forward Purchase Shares on occurrence of a Registration Failure (as defined below), or (iii) the terms set forth in this Section 1(a)(ii). Except in the event date that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of is eighteen months after the Business Combination Closing specified in such written notice (the “Purchase DeadlineMaturity Date”), for any Prepaid Forward Purchase Shares not sold by the Purchaser, the Purchaser shall deliver shall, on the FPS 25th trading day after the Maturity Date (the “Payment Date”), pay the SPAC an amount equal to (i) the number of Prepaid Forward Purchase Price in cash via wire transfer Shares the Purchaser held on the Maturity Date, multiplied by (ii) the lowest daily volume weighted average price per share of the Parent Common Stock during the twenty trading days beginning on the day after the Maturity Date less $0.15. Between the Maturity Date and the Payment Date, the Purchaser may not sell more than a number of Prepaid Forward Purchase Shares per day equal to the account specified in greater of (i) 5% of the Purchased Shares owned by the Purchaser at the Maturity Date and (ii) 10% of the daily trading volume on such written notice date. (iii) Until the Maturity Date, the Purchaser agrees that the Prepaid Forward Purchase Shares may not be sold for a price less than the Reference Price. The “Reference Price” will initially equal the Redemption Price and will be reduced (but never increased) each month commencing on or before the Purchase Deadline, to be held in escrow pending first day of the Business Combination Closing. If month starting 30 days after the Business Combination Closing does not occur within thirty to the volume weighted average price of the Parent Common Stock for the preceding 10 trading days, but in no event less than $10.00 per share (30the “Floor”) days after the Purchaser delivers the FPS Purchase Price to such accountunless in Parent’s sole discretion, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return Floor is lowered. Any reduction of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it Floor shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than accomplished through a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation written notice from Parent to close in the City of New York, New YorkPurchaser.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the aggregate purchase price of Founder Purchase Shares actually purchased by the Purchaser pursuant to this Agreement, “FPS Purchase Price”). (ii) The At least twenty (20) Business Days prior to the Company’s entry into the definitive agreement for the initial Business Combination, the Company, subject to the Company first receiving approval of the Company’s board of directors to issue and sell the Forward Purchase Shares, shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase some or all of the Forward Purchase Shares pursuant by providing notice to Section 1(a)(i) hereof by delivering written notice of such election the Purchaser (the “Company Election Notice”) specifying the counterparty to the Purchaser, at least ten (10) Business Days before the funding and a summary of the FPS Purchase Price to an account specified by terms of the Company. The Company Election Notice shall specify initial Business Combination, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, purchase and the aggregate FPS Purchase Price Price. (iii) Within five (5) Business Days after the receipt of the Company Notice, and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject subject to the Purchaser first receiving internal investment committee approval to purchase such that number of Forward Purchase SharesShares set forth in the Company notice, the Purchaser shall thereafter provide the Company with a confirmation (the “Purchase Confirmation”) that it shall purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall and deliver the FPS Purchase Price in cash at least one Business Day prior to the date of the Business Combination Closing via wire transfer to the account specified in such written notice on or before by the Company. For the avoidance of doubt, the Purchaser’s delivery of the Purchase DeadlineConfirmation shall constitute the binding obligation of the Purchaser to purchase such Forward Purchase Shares, and of the Company to sell the Forward Purchase Shares, on the terms set forth in the Company Notice. The FPS Purchase Price, as paid pursuant to this Section 1(a)(iii) is to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. ​ (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 2,253,750 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Company Share (the “FPS Forward Purchase Price”)., or $22,537,500 in the aggregate. ​ (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number Company shall provide the Purchaser with a notice (the “Notice”) including: ​ A. The anticipated Business Combination Closing date; and ​ B. Instructions for wiring of the Forward Purchase Shares it is requesting that Price. ​ (iii) The closing of the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in same date and concurrently with the event Business Combination Closing; provided, that Purchaser has not received internal investment committee approval at the Purchaser’s request, the Forward Closing may occur up to purchase such Forward Purchase Securities two five (25) Business Days before the anticipated date of prior the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least three (3) Business Days prior to the Forward Closing Date, the Purchaser shall deliver the FPS Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the an account specified in such written notice on or before the Purchase Deadline, Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such ​ release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens, registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty ten (3010) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase PricePurchaser; provided that the return of the FPS Forward Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationSection 1(a)(iii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.. ​

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof in open market purchases for no greater than the Redemption Price indicated by delivering written notice of such election the SPAC’s most recent periodic report (the “Company Election NoticePrepaid Forward Purchase Price”) to the Purchaser, at least ten (10) Business Days before the funding ). As a result of the FPS Business Combination, each Forward Purchase Price to an account specified by the CompanyShare shall convert into one share of Pubco Common Stock (“Purchased Shares”). The Company Election Notice shall specify the anticipated date of Upon the Business Combination Closing, the Purchased Shares shall be allocated on a 14 to 1 basis (“Share Ratio”) between “Prepaid Forward Purchase Shares” and “Commitment Shares”. For example, if the entire 1.5 million Forward Purchase Shares are acquired by the Purchaser, 1.4 million shall be allocated to Prepaid Forward Purchase Shares and 100,000 shall be allocated to Commitment Shares. (i) No later than the date any assets from SPAC’s trust account are disbursed in connection with the Business Combination, SPAC, the Company and Pubco shall cause Purchaser to be paid directly, out of the funds so disbursed, a cash amount (the “Prepayment Amount”) equal to the number of Purchase Shares multiplied by the Redemption Price. The Parties shall use commercially reasonable effort to set up an escrow account to hold the Forward Purchase Shares. (ii) Upon the sales of the Prepaid Forward Purchase Shares by the Purchaser, the Purchaser will remit the Reference Price (as defined below) per share to Pubco, subject to adjustments and provided in Section 1(a)(iii). On the earlier of (i) five (5) days after the date that Pubco, SPAC or the Company breaches this Agreement if such breach is not cured or (ii) the date that is eighteen (18) months after the Business Combination Closing (the “Maturity Date”), any Prepaid Forward Purchase Shares not sold by the Purchaser will be returned to Pubco and any remaining amounts in respect of the Prepaid Forward Purchase Shares will be retained by Purchaser, less any amounts still owed to Pubco from sales effected prior to the Maturity Date. Should all Prepaid Forward Purchase Shares be sold pursuant to the terms of this Agreement, the Maturity Date shall be accelerated to the date one day after the full settlement of such sales. (iii) Until the Maturity Date, the Purchaser agrees to the following sales conditions for the Prepaid Forward Purchased Shares and Commitment Shares – (a) On a daily basis, all sales must either (i) equal or exceed the “Reference Price”, where the Reference Price will initially equal the Redemption Price and (ii) at Pubco’s option, may be reduced (but never increased) at any time to the VWAP for the preceding 10 trading days but in no event less than $10.00 per share (the “Floor”) unless in Pubco’s sole discretion, the Floor is lowered. Any reset of the Reference Price shall be accomplished through a written notice from Pubco to Purchaser pursuant to Section 8(a). Prior to Maturity, the Purchaser may sell Commitment Shares in proportion to the sale of Prepaid Forward Purchase Shares based on the Share Ratio. (iv) In the event that the Purchaser owns in excess of 9.9% of Pubco’s outstanding ordinary shares (the “Ownership Limit”) at the Business Combination Closing, Purchaser shall return to Pubco a number of Prepaid Forward Purchase Shares such that after the return of such Prepaid Forward Purchase Shares it is requesting that will own no more than the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the CompanyOwnership Limit. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such retain the Redemption Price associated with any Prepaid Forward Purchase Shares on the terms set forth in returned pursuant to this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New Yorkparagraph.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 a maximum of ______ Forward Purchase Shares (the “Maximum Shares, ”) at a purchase price of $10.00 25.00 per Forward Purchase Share, or an up to a maximum aggregate purchase price of up to $20,000,000 _______ (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the number of Forward Purchase Shares pursuant to Section 1(a)(ibe issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) hereof by delivering written notice of such election (the “Company Election Notice”) to the PurchaserAs soon as reasonably practicable, at least but in no event less than ten (10) Business Days before prior to the funding Company’s entry into a definitive agreement for the Partnering Transaction (the “Partnering Transaction Agreement”), the Company shall provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase all or a portion of the FPS Purchase Price Maximum Shares pursuant to an account specified by this Agreement in connection with the CompanyPartnering Transaction Closing. The Company Election Notice shall specify the anticipated date Following delivery of the Business Combination ClosingInitial Company Notice, the number Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(a) hereof) may reasonably request so that the Purchaser (or such Transferee) may consider, and then subsequently seek the approval of its investment committee to consummate, the purchase of the Forward Purchase Shares it is requesting that hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser purchase, shall provide the aggregate FPS Purchase Price and instructions for wiring Company with notice (the FPS Purchase Price to an account designated by “Initial Purchaser Notice”) of the Company. Subject decision of its investment committee as to the number of Forward Purchase Shares it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Shares, which notice shall constitute the binding obligation of the Purchaser first receiving internal investment committee approval to purchase such number of Forward Purchase Shares, subject to the terms and conditions of this Agreement. The Company acknowledges and agrees that any determination by Purchaser shall thereafter to purchase such Forward Purchase Shares on shall be made at the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal sole discretion of its investment committee approval and that Purchaser’s investment committee may elect in its sole discretion not to purchase such any Forward Purchase Securities Shares. (3) At least two (2) Business Days before the Partnering Transaction Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Shares (which shall not exceed the number of shares indicated in the Initial Purchaser Notice) that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Partnering Transaction Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Combination Closing specified in such written Day before the Partnering Transaction Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase DeadlineShares it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be (i) greater than the aggregate number of Forward Purchase Shares that the Company desires such Purchaser to purchase as specified in the Final Company Notice and (ii) less than the lesser of (A) the number of Forward Purchase Shares that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Shares that the Company desires the Purchaser to purchase as specified in the Final Company Notice. (iii) In the event that any Partnering Transaction Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (ii) above to determine the number of Forward Purchase Shares to be purchased by the Purchaser in connection with such Partnering Transaction Agreement shall be disregarded and the provisions of clause (ii) above must be separately completed for each Partnering Transaction Agreement entered into by the Company. (iv) The closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and concurrently with the Partnering Transaction Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the FPS Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such written notice on or before the Purchase Deadline, Final Company Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Business Combination Forward Closing on the Forward Closing Date, (i) the FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Partnering Transaction Closing does not occur within thirty five (305) days after Business Days of the Purchaser delivers date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up the number of Forward Purchase Shares which is the quotient of (x) the amount of capital committed to 2,000,000 the Purchaser and allocated to this Agreement, which amount shall be the lesser of (A) fifty million dollars ($50,000,000) and (B) thirty percent (30%) of the total amount of the PIPE offering of the Company’s equity or equity-linked securities in connection with the Company’s initial Business Combination, and (y) $10.00, (the “Number of Forward Purchase Shares”), at a for an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Shares issued and sold hereunder (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the number of Forward Purchase Shares provided pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify escrow account, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by of a third-party escrow agent which shall be the Company. Subject ’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Company and the Purchaser shall thereafter purchase such Forward Purchase Shares on Escrow Agent (the terms set forth in this Section 1(a)(ii“Escrow Agreement”). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”)notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadlinenotice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such accountthe Escrow Agent, the Company shall Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price; , provided that the return of the FPS Purchase Price funds placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Friday, Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkYork as well as Tel Aviv, Israel. (iii) The closing of the sale of the Forward Purchase Shares (the “FPS Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date”). At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Shares, each registered in the name of the Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company. (iv) Notwithstanding anything to the contrary herein, the Purchaser shall be excused from its obligation to purchase the Forward Purchase Shares in connection with a specific Business Combination if, within five (5) Business Days’ following written notice (the “Transaction Notice”) delivered by the Company to the Purchaser (the “Excusal Date”) of its intention to enter into such Business Combination with one or more particular businesses, the Purchaser delivers to the Company written notice (an “Excusal Notice”) that it has decided not to purchase the Forward Purchase Shares because the following conditions are met: (i) the valuation (the “Valuation”) of the target company subject to the Business Combination (the “Target”) is less than one billion two hundred million dollars ($1,200,000,000) excluding any Target Capital Raise (as defined below) and (ii) either (A) the Revenue Run Rate (as defined below) of the Target is less than to fifty million dollars ($50,000,000) or (B) the total capital raised by the Target since its inception is less than fifty million dollars ($50,000,000) (the “Target Capital Raise”), in each case, as of the date of the Transaction Notice. The Transaction Notice shall set forth the material terms and such other information as reasonably necessary for the Purchaser to evaluate the terms of such Business Combination, including the Valuation, the Revenue Run Rate and the Target Capital Raise. In the event that there are any material changes to the terms or conditions of the proposed Business Combination between the Excusal Date and the Business Combination Closing, the Company will promptly notify the Purchaser of such material changes and the Purchaser shall have 48 hours from the time it receives such notice to deliver an Excusal Notice as provided for in the previous sentence.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth hereof and provided the Company elects, in its sole discretion, to offer the Purchaser the opportunity to purchase the Forward Purchase Shares and the Purchaser accepts such offer, the Purchaser hereby commits to purchase at least a minimum aggregate amount number of Forward Purchase shares for a purchase price of $10.00 per Forward Purchase Share (the “Forward Purchase Price”) equal to 10% of the gross proceeds from any private placement (the “PIPE”) that the Company may close in connection with the Business Combination (the “Minimum Aggregate Amount”) and up to a maximum aggregate amount equal to the total price paid by the Purchaser for its purchase of any Public Units in the IPO (the “Maximum Aggregate Amount”). (ii) If the Company elects to offer the Purchaser the opportunity to purchase the Forward Purchase Shares, the Purchaser shall specify the maximum aggregate amount between the Minimum Aggregate Amount and the Maximum Aggregate Amount (the “Specified Amount”) of Forward Purchase Shares that the Purchaser is willing to subscribe for and purchase at the Forward Closing (as defined below). Notwithstanding the provisions of this AgreementSection 1(a), the Company shall have the right to specify, in its sole discretion and at any time prior to or after the Purchaser shall have indicated its Specified Amount, an amount below the Specified Amount that the Company is willing to offer, issue and sell to the Purchaser at the Forward Closing. If the Purchaser, in its sole discretion, accepts such offer, the Company shall issue and sell to the Purchaser, and Purchaser the Purchaser shall purchase from the Company, up to 2,000,000 agreed upon amount of Forward Purchase Shares, Shares at a purchase price of $10.00 per the Forward Purchase Share, or an aggregate purchase price of up Closing as determined pursuant to $20,000,000 (the “FPS Purchase Price”this Section 1(a). (iiiii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the Business Combination Closing, the Company shall provide the Purchaser with notice including the final number of Forward Purchase Shares to be issued to the Purchaser and the corresponding aggregate Forward Purchase Price, the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the Forward Purchase Price. (iv) The closing of the sale of Forward Purchase Shares (the “Purchase DeadlineForward Closing”) shall be held on the same date and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the FPS Company the Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such written notice on or before the Purchase Deadline, to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. Notwithstanding the foregoing, if the Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing sentences, the following shall apply: the Purchaser shall deliver at 8:00 a.m. New York City time on the Forward Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to the Purchaser of the Forward Purchase Shares on and as of the Forward Closing Date) the Forward Purchase Price for the Forward Purchase Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company against delivery by the Company to the Purchaser of the Forward Purchase Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Agreement or applicable securities laws), in the name of the Purchaser (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to the Purchaser of the Forward Purchase Shares on and as of the Forward Closing Date. In the event the Business Combination Closing does not occur within thirty five (305) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Company the Forward Purchase Shares, at a purchase price of in accordance with clause 1(a)(ii), for $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the “FPS Purchase Price”)25,000,000. (ii) The Forward Purchase Shares shall be issued and sold by the Company and purchased by the Purchaser as follows: (A) At least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive Agreement”) for a Business Combination with a specific target business (a “Target”), written notice (the “Transaction Notification”) shall be delivered by the Company to the Purchaser (such date of delivery, the “Notice Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification shall set forth the material terms and such other information as may be reasonably necessary for the Purchaser to evaluate the terms of such Business Combination. (B) The Purchaser shall have until five (5) days after the optionNotice Date (such date five (5) days after the Notice Date, exercisable in its sole discretionthe “Notification Deadline”) to deliver written notice to the Company, which written notice shall state either (i) it desires to request purchase hereunder the Forward Purchase Shares (a “Purchase Notice”) or (ii) that the Purchaser it has decided not to purchase the Forward Purchase Shares pursuant for any reason (an “Excusal Notice”). (C) If the Purchaser fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchaser shall be excused from its obligation to purchase the Forward Purchase Shares in connection with a specific Business Combination. After the Notification Deadline, the Company will no longer have any obligation to accept a Purchase Notice form the Purchaser or sell the Forward Purchase Shares to the Purchaser with respect to a Business Combination with such Target and after the execution of the Definitive Agreement, any rights of any party related to any change in the condition of the Target’s business will be set forth in and controlled by the Definitive Agreement between the Company and the Target. Each Purchase Notice shall constitute an irrevocable undertaking and agreement by the Purchaser to purchase the Forward Purchase Shares at the Forward Closing (as defined below). (iii) If the Purchaser delivers a Purchase Notice as set forth in Section 1(a)(i) hereof 1(a)(ii), the Company shall require the Purchaser to purchase the Forward Purchase Shares by delivering written notice of such election to the Purchaser (the “Company Election Closing Notice”) to the Purchaser), at least ten two (102) Business Days before the funding of Business Combination Closing, specifying the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Forward Purchase Price Price. The closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be on the same date and immediately prior to an account designated by the CompanyBusiness Combination Closing (such date and time being referred to as the “Forward Closing Date”). Subject At the Forward Closing, the Company will issue to the Purchaser first receiving internal investment committee approval to purchase such the Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except each registered in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date name of the Business Combination Closing specified in such written notice (Purchaser, against delivery of the “Purchase Deadline”), the Purchaser shall deliver the FPS Forward Purchase Price in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice. (iv) The Purchaser acknowledges and understands that in order to receive information possessed by the Company related to such written notice on or before the Purchase DeadlineTargets, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such Targets restricting the FPS Purchase Price to use and disclosure of such accountinformation, and that, under certain circumstances, the Company shall return to Purchaser may come into possession of material, nonpublic information regarding a publicly traded company, including the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. Company. (v) For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 the Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or Shares for an aggregate purchase price of up to $20,000,000 _________ (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, Purchaser at least ten five (105) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before specifying the anticipated date of the Business Combination Closing specified in such written notice and instructions for wiring the FPS Purchase Price. The closing of the sale of the Forward Purchase Shares (the “Purchase DeadlineFPS Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “FPS Closing Date”). At least one (1) Business Day prior to the FPS Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination FPS Closing, the FPS Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the FPS Closing on the FPS Closing Date, (A) the FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the FPS Closing shall not occur and the Company shall promptly (30but not later than one (1) days after the Purchaser delivers Business Day thereafter) return the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 3,500,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 35,000,000 (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.to

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the PurchaserPurchasers, and the Purchaser shall Purchasers have the option, but not the obligation, to purchase from the Company, up to 2,000,000 a total of 2,500,000 Forward Purchase Shares in the aggregate (the “Maximum Shares”), at a purchase price of as determined as set forth in clause 1(a)(ii), for $10.00 per Forward Purchase Share, or an aggregate purchase price maximum amount of up to $20,000,000 (25,000,000 for all of the “FPS Purchase Price”)Purchasers. (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the number of Forward Purchase Shares to be sold to and purchased by the Purchasers hereunder (should one or more of the Purchasers exercise its option to purchase such Forward Purchase Shares) shall be determined as follows: (A) At least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive Agreement”) for a Business Combination with a specific target business (a “Target”), written notice (the “Transaction Notification”) shall be delivered by the Company to the Purchasers (such date of delivery, the “Notice Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification shall set forth the material terms and such other information as may be reasonably necessary for the Purchasers to evaluate the terms of such Business Combination. (B) The Purchasers shall have until five (5) days after the Notice Date (such date five (5) days after the Notice Date, the “Notification Deadline”) to deliver written notice to the Company, which written notice shall state either (i) the aggregate number of Forward Purchase Shares that the Purchasers desires to purchase hereunder and the allocation of such Forward Purchase Shares among the Purchasers (provided that in no event shall the aggregate number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares) (a “Purchase Notice”) or (ii) that they have decided not to purchase any Forward Purchase Shares hereunder for any reason (an “Excusal Notice”). (C) If the Purchasers fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchasers shall be deemed to have elected to purchase the Maximum Shares. For the avoidance of doubt, (i) the Purchasers shall not purchase any Forward Purchase Shares in connection with a specific Business Combination (the “Right of Excusal”) if they timely deliver an Excusal Notice as described above, (ii) after the Notification Deadline, the Purchasers will no longer have a Right of Excusal with respect to a Business Combination with such Target and after the execution of the Definitive Agreement, any rights of any party related to any change in the condition of the Target’s business will be set forth in and controlled by the Definitive Agreement between the Company and the Target, and (iii) each Purchase Notice shall constitute an irrevocable undertaking and agreement by the applicable Purchaser(s) to purchase the number of Forward Purchase Shares specified therein at the Forward Closing (as defined below), provided that all conditions to the Forward Closing, including the substantially simultaneous consummation of the Business Combination, are satisfied. (iii) The Company shall require the Purchasers to purchase the applicable number of Forward Purchase Shares provided pursuant to Section 1(a)(i1(a)(ii) hereof by delivering written notice of such election to the applicable Purchaser(s) (the “Company Election Closing Notice”) to the Purchaser), at least ten two (102) Business Days before the funding of Business Combination Closing, specifying the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Forward Purchase Price to an account designated by Price. The closing of the Company. Subject sale of Forward Purchase Shares (the “Forward Closing”) shall be on the same date and immediately prior to the Business Combination Closing (such date and time being referred to as the “Forward Closing Date”). At the Forward Closing, the Company will issue to each applicable Purchaser first receiving internal investment committee approval to purchase such the Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except each registered in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date name of the Business Combination Closing specified in such written notice (applicable Purchaser, against delivery of the “Purchase Deadline”), the Purchaser shall deliver the FPS Forward Purchase Price in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such written notice on or before the Purchase Deadline, Closing Notice. (iv) Each Purchaser acknowledges and understands that in order to be held in escrow pending receive information possessed by the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price Company related to such accountTargets, such Purchaser will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such Targets restricting the Company shall return to use and disclosure of such information, and that, under certain circumstances, such Purchaser may come into possession of material, nonpublic information regarding a publicly traded company, including the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. Company. (v) For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. ​ (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 5,246,250 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Company Share (the “FPS Forward Purchase Price”)., or $52,462,500 in the aggregate. ​ (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number Company shall provide the Purchaser with a notice (the “Notice”) including: ​ A. The anticipated Business Combination Closing date; and ​ B. Instructions for wiring of the Forward Purchase Shares it is requesting that Price. ​ (iii) The closing of the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in same date and concurrently with the event Business Combination Closing; provided, that Purchaser has not received internal investment committee approval at the Purchaser’s request, the Forward Closing may occur up to purchase such Forward Purchase Securities two five (25) Business Days before the anticipated date of prior the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least three (3) Business Days prior to the Forward Closing Date, the Purchaser shall deliver the FPS Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the an account specified in such written notice on or before the Purchase Deadline, Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such ​ release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens, registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty ten (3010) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase PricePurchaser; provided that the return of the FPS Forward Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationSection 1(a)(iii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.. ​

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 2,500,000 Class A Shares (the “Maximum Shares”) , for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 share (the “FPS Forward Purchase Price”), or up to a maximum of $25,000,000 in the aggregate. (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares, respectively. (iii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 3,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 30,000,000 (the aggregate purchase price of Founder Purchase Shares actually purchased by the Purchaser pursuant to this Agreement, “FPS Purchase Price”). (ii) The At least twenty (20) Business Days prior to the Company’s entry into the definitive agreement for the initial Business Combination, the Company, subject to the Company first receiving approval of the Company’s board of directors to issue and sell the Forward Purchase Shares, shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase some or all of the Forward Purchase Shares pursuant by providing notice to Section 1(a)(i) hereof by delivering written notice of such election the Purchaser (the “Company Election Notice”) specifying the counterparty to the Purchaser, at least ten (10) Business Days before the funding and a summary of the FPS Purchase Price to an account specified by terms of the Company. The Company Election Notice shall specify initial Business Combination, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, purchase and the aggregate FPS Purchase Price Price. (iii) Within five (5) Business Days after the receipt of the Company Notice, and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject subject to the Purchaser first receiving internal investment committee approval to purchase such that number of Forward Purchase SharesShares set forth in the Company notice, the Purchaser shall thereafter provide the Company with a confirmation (the “Purchase Confirmation”) that it shall purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall and deliver the FPS Purchase Price in cash at least one Business Day prior to the date of the Business Combination Closing via wire transfer to the account specified in such written notice on or before by the Company. For the avoidance of doubt, the Purchaser’s delivery of the Purchase DeadlineConfirmation shall constitute the binding obligation of the Purchaser to purchase such Forward Purchase Shares, and of the Company to sell the Forward Purchase Shares, on the terms set forth in the Company Notice. The FPS Purchase Price, as paid pursuant to this Section 1(a)(iii) is to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this AgreementSections 1(a)(ii) through (v), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up a certain number of all Class A Shares to 2,000,000 Forward Purchase Sharesbe issued and sold, at on a private placement basis, by the Company in connection with a Business Combination, for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Share (the “FPS Forward Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the number of Forward Purchase Shares pursuant to Section 1(a)(ibe issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (A) hereof by delivering written notice of such election (the “Company Election Notice”) to the PurchaserAs soon as reasonably practicable, at least but in no event less than ten (10) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Shares that it desires the Purchaser to purchase pursuant to this Agreement; provided, however, that the Purchaser shall in any event have the right, but not the obligation, to purchase up to the percentage indicated on Schedule A hereto of all Class A Shares to be issued and sold, on a private placement basis, by the Company in connection with a Business Combination (the “Base Allotment”). Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek all necessary internal approvals required to consummate the purchase of the Forward Purchase Shares hereunder. (B) Within five (5) Business Days after receipt of the Initial Company Notice (the “Acceptance Deadline”), the Purchaser shall provide the Company with notice (the “Purchaser Notice”) of the number of Forward Purchase Shares it will be obligated to purchase pursuant to this Agreement, if any, and which Purchaser Notice shall constitute the binding obligation of the Purchaser to purchase, on the Forward Closing Date (as defined below), the number of Forward Purchase Shares set forth therein, subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4(a) and Section 6). For the avoidance of doubt, it shall be in the sole and absolute discretion of the Purchaser whether to deliver a Purchaser Notice, and the Purchaser shall be excused, without any further liability or obligation hereunder, from the purchase of any Forward Purchase Shares if for any reason, in its sole and absolute discretion, it does not deliver a Purchaser Notice by the Acceptance Deadline as described herein. (iii) At least two (2) Business Days before the funding of Business Combination Closing, the FPS Purchase Price to Company shall provide the Purchaser with an account specified by updated notice (the Company. The “Final Company Election Notice shall specify Notice”) including: (A) the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and ; and (B) instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. (iv) The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated same date of and concurrently with the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). On the Forward Closing Date, the Purchaser shall deliver to the FPS Company the aggregate Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such written notice on the Final Company Notice, and, against payment of the aggregate Forward Purchase Price by the Purchaser, the Company shall issue the number of Forward Purchase Shares set forth in the Purchaser Notice to the Purchaser in book-entry form, free and clear of any liens or before other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the Purchase Deadlinename of the Purchaser (or its nominee in accordance with its delivery instructions), or to be held in escrow pending a custodian designated by the Business Combination ClosingPurchaser, as applicable. If In the event the Business Combination Closing does not occur within thirty two (302) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1 Business Day thereafter) return the aggregate Forward Purchase Price to such account, the Company shall return Purchaser by wire transfer of U.S. dollars in immediately available funds to the Purchaser account specified by the FPS Purchase Price; provided that Purchaser, and any book-entries for the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it Shares shall be under no such obligationdeemed repurchased and cancelled. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close or be closed in the City of New York, New York; provided, however, for clarification, commercial banks in the City of New York shall not be deemed to be authorized or required by law or regulation to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are open for use by customers on such day. (v) The Company acknowledges that, notwithstanding anything to the contrary set forth herein, this Agreement is neither a commitment nor an obligation of the Purchaser to purchase any Forward Purchase Shares unless and until a Purchaser Notice is delivered in accordance with Section 1(a)(ii)(B).

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 5,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 50,000,000 (the aggregate purchase price of Founder Purchase Shares actually purchased by the Purchaser pursuant to this Agreement, “FPS Purchase Price”). (ii) The At least twenty (20) Business Days prior to the Company’s entry into the definitive agreement for the initial Business Combination, the Company, subject to the Company first receiving approval of the Company’s board of directors to issue and sell the Forward Purchase Shares, shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase some or all of the Forward Purchase Shares pursuant by providing notice to Section 1(a)(i) hereof by delivering written notice of such election the Purchaser (the “Company Election Notice”) specifying the counterparty to the Purchaser, at least ten (10) Business Days before the funding and a summary of the FPS Purchase Price to an account specified by terms of the Company. The Company Election Notice shall specify initial Business Combination, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, purchase and the aggregate FPS Purchase Price Price. (iii) Within five (5) Business Days after the receipt of the Company Notice, and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject subject to the Purchaser first receiving internal investment committee approval to purchase such that number of Forward Purchase SharesShares set forth in the Company Notice, the Purchaser shall thereafter provide the Company with a confirmation (the “Purchase Confirmation”) that it shall purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall and deliver the FPS Purchase Price in cash at least one Business Day prior to the date of the Business Combination Closing via wire transfer to the account specified in such written notice on or before by the Company. For the avoidance of doubt, the Purchaser’s delivery of the Purchase DeadlineConfirmation shall constitute the binding obligation of the Purchaser to purchase such Forward Purchase Shares, and of the Company to sell the Forward Purchase Shares, on the terms set forth in the Company Notice. The FPS Purchase Price, as paid pursuant to this Section 1(a)(iii), is to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at up to a maximum of 1,000,000 Class A Shares (the “Maximum Shares”), in the respective percentage set forth opposite such Purchaser’s name in the chart set forth below in this Section 1(a), for an aggregate purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Share (the “FPS Forward Purchase Price”)., or up to a maximum of $10,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor II LLC 100 % (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares. (iii) Each Forward Purchase Share will have the same terms as each Private Placement Share. The Forward Purchase Shares will be non- redeemable so long as they are held by the Purchaser or its Permitted Transferees (as defined below). If the Forward Purchase Shares are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Shares will have the same terms as the Public Shares. (iv) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing, specifying the number of Forward Purchase Shares the FPS Purchase Price Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing. If , the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Aggregate Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to such account, the account specified by the Company shall return in such notice. Immediately prior to the Purchaser Forward Closing on the FPS Purchase Price; provided that Forward Closing Date, (A) the return of the FPS Forward Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.released from escrow

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Company the Forward Purchase Shares, at a purchase price of in accordance with clause 1(a)(ii), for $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the “FPS Purchase Price”)50,000,000. (ii) The Forward Purchase Shares shall be issued and sold by the Company and purchased by the Purchaser as follows: (A) At least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive Agreement”) for a Business Combination with a specific target business (a “Target”), written notice (the “Transaction Notification”) shall be delivered by the Company to the Purchaser (such date of delivery, the “Notice Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification shall set forth the material terms and such other information as may be reasonably necessary for the Purchaser to evaluate the terms of such Business Combination. (B) The Purchaser shall have until five (5) days after the optionNotice Date (such date five (5) days after the Notice Date, exercisable in its sole discretionthe “Notification Deadline”) to deliver written notice to the Company, which written notice shall state either (i) it desires to request purchase hereunder the Forward Purchase Shares (a “Purchase Notice”) or (ii) that the Purchaser it has decided not to purchase the Forward Purchase Shares pursuant for any reason (an “Excusal Notice”). (C) If the Purchaser fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchaser shall be excused from its obligation to purchase the Forward Purchase Shares in connection with a specific Business Combination. After the Notification Deadline, the Company will no longer have any obligation to accept a Purchase Notice form the Purchaser or sell the Forward Purchase Shares to the Purchaser with respect to a Business Combination with such Target and after the execution of the Definitive Agreement, any rights of any party related to any change in the condition of the Target’s business will be set forth in and controlled by the Definitive Agreement between the Company and the Target. Each Purchase Notice shall constitute an irrevocable undertaking and agreement by the Purchaser to purchase the Forward Purchase Shares at the Forward Closing (as defined below). (iii) If the Purchaser delivers a Purchase Notice as set forth in Section 1(a)(i) hereof 1(a)(ii), the Company shall require the Purchaser to purchase the Forward Purchase Shares by delivering written notice of such election to the Purchaser (the “Company Election Closing Notice”) to the Purchaser), at least ten two (102) Business Days before the funding of Business Combination Closing, specifying the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Forward Purchase Price Price. The closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be on the same date and immediately prior to an account designated by the CompanyBusiness Combination Closing (such date and time being referred to as the “Forward Closing Date”). Subject At the Forward Closing, the Company will issue to the Purchaser first receiving internal investment committee approval to purchase such the Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except each registered in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date name of the Business Combination Closing specified in such written notice (Purchaser, against delivery of the “Purchase Deadline”), the Purchaser shall deliver the FPS Forward Purchase Price in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice. (iv) The Purchaser acknowledges and understands that in order to receive information possessed by the Company related to such written notice on or before the Purchase DeadlineTargets, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such Targets restricting the FPS Purchase Price to use and disclosure of such accountinformation, and that, under certain circumstances, the Company shall return to Purchaser may come into possession of material, nonpublic information regarding a publicly traded company, including the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. Company. (v) For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 5,065,494 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or Shares for an aggregate purchase price of up to $20,000,000 50,000,000 (the “FPS Purchase Price”). (ii) The Company acknowledges that it shall have pay to Purchaser a private placement fee (the option, exercisable “Private Placement Fee”) in its sole discretion, connection with Purchaser’s role as placement agent. Such Private Placement Fee shall equal 5.0% of the FPS Purchase Price to request that be paid in cash on the Closing Date (as defined below). In the event the Purchaser purchase exercises its Right of Excusal (as defined below) or makes an assignment to one or more third parties pursuant to Section 8(f) hereof, Purchaser shall forfeit its right to receive an amount equal to the product of (a) the Private Placement Fee plus that portion of the deferred underwriting fees otherwise payable in connection with the IPO (pursuant to the underwriting agreement to be entered into in connection with the IPO between the Company and Purchaser, as representative of the several underwriters) equal to 2.0% of the aggregate gross proceeds of the IPO, and (b) a fraction, the numerator of which is 5,065,494 minus the number of Forward Purchase Shares pursuant the Purchaser purchases on the Closing Date and minus the number of Forward Purchase Shares any assignee under Section 8(f) hereof purchases on the Closing Date, and the denominator of which is 5,065,494, (such product of (a) and (b), the “Excusal Fee”). (iii) The Company shall require the Purchaser to purchase the number of Forward Purchase Shares described in Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to the escrow account (or an alternative account specified agreed to by the Company. The Company Election Notice shall specify and the Purchaser), specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by of a third-party escrow agent which shall be the Company. Subject ’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Company and the Purchaser shall thereafter purchase such Forward Purchase Shares on Escrow Agent (the terms set forth in this Section 1(a)(ii“Escrow Agreement”). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”)notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadlinenotice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such accountthe Escrow Agent, the Company shall Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price; , provided that the return of the FPS Purchase Price funds placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 5,246,250 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Company Share (the “FPS Forward Purchase Price”), or $52,462,500 in the aggregate. (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number Company shall provide the Purchaser with a notice (the “Notice”) including: A. The anticipated Business Combination Closing date; and B. Instructions for wiring of the Forward Purchase Shares it is requesting that Price. (iii) The closing of the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in same date and concurrently with the event Business Combination Closing; provided, that Purchaser has not received internal investment committee approval at the Purchaser’s request, the Forward Closing may occur up to purchase such Forward Purchase Securities two five (25) Business Days before the anticipated date of prior the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least three (3) Business Days prior to the Forward Closing Date, the Purchaser shall deliver the FPS Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the an account specified in such written notice on or before the Purchase Deadline, Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such ​ ​ release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens, registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty ten (3010) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase PricePurchaser; provided that the return of the FPS Forward Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationSection 1(a)(iii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 2,253,750 Forward Purchase Shares, at Shares for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Company Share (the “FPS Forward Purchase Price”), or $22,537,500 in the aggregate. (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number Company shall provide the Purchaser with a notice (the “Notice”) including: A. The anticipated Business Combination Closing date; and B. Instructions for wiring of the Forward Purchase Shares it is requesting that Price. (iii) The closing of the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in same date and concurrently with the event Business Combination Closing; provided, that Purchaser has not received internal investment committee approval at the Purchaser’s request, the Forward Closing may occur up to purchase such Forward Purchase Securities two five (25) Business Days before the anticipated date of prior the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least three (3) Business Days prior to the Forward Closing Date, the Purchaser shall deliver the FPS Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the an account specified in such written notice on or before the Purchase Deadline, Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such ​ release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens, registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty ten (3010) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase PricePurchaser; provided that the return of the FPS Forward Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationSection 1(a)(iii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreementherein, the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 2,000,000 3,000,000 Forward Purchase Shares, at consisting of 2,098,500 Forward Purchase Shares for AMF and 901,500 Forward Purchase Share for AIMF, for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Company Share (the “FPS Forward Purchase Price”), or $30,000,000 in the aggregate. (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at At least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number Company shall provide the Purchasers with a notice (the “Notice”) including: A. The anticipated Business Combination Closing date; and B. Instructions for wiring of the Forward Purchase Shares it is requesting that Price. (iii) The closing of the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in same date and concurrently with the event Business Combination Closing; provided, that Purchaser has not received internal investment committee approval at the Purchasers’ request, the Forward Closing may occur up to purchase such Forward Purchase Securities two five (25) Business Days before the anticipated date of prior to the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least three (3) Business Days prior to the Forward Closing Date, the Purchaser Purchasers shall deliver the FPS Forward Purchase Price in cash via for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the an account specified in such written notice on or before the Purchase Deadline, Notice to be held in escrow pending until the Business Combination Forward Closing. If Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchasers, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchasers in book-entry form, free and clear of any liens, registered in the name of the Purchasers (or their nominees in accordance with their delivery instructions), or to a custodian designated by the Purchasers, as applicable. In the event the Business Combination Closing does not occur within thirty ten (3010) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase PricePurchasers; provided that the return of the FPS Forward Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith hereunder and use reasonable best efforts the Company may provide a subsequent Notice pursuant to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationSection 1(a)(iii). For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 5,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 50,000,000 (the “FPS Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before Shares prior to the anticipated date of Company entering into a definitive agreement for the initial Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the this Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities Shares on or before the Purchase Deadline, in which case it shall be under no such obligation. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 that number of Class A Shares (the “Forward Purchase Shares”), at determined as set forth in clause 1(a)(ii), for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Share (the “FPS Forward Purchase Price”). (ii) Notwithstanding the foregoing, the Purchaser shall have no obligation hereunder unless the number of Class A Shares whose holders elect to have their Class A Shares redeemed in connection with the initial Business Combination and who do not revoke their elections prior to the Business Combination Closing exceeds 20,000,000 (such number of Class A Shares to be redeemed, the “Redeemed Shares”). The actual number of Forward Purchase Shares to be purchased shall be a number of shares (rounded up to the nearest whole share) equal to (A) the excess of the number of Redeemed Shares over 20,000,000, multiplied by (B) a fraction, the numerator of which is $10.00 and the denominator of which is $10.00. For example, if there are 25,000,000 Redeemed Shares, the Purchaser would be obligated to purchase 5,000,000 Forward Purchase Shares, which represents 5,000,000 shares (i.e., the excess of 25,000,000 Redeemed Shares over 20,000,000) multiplied by $10.00/$10.00 and rounded up to the nearest whole share. (iii) The Company shall have the option, exercisable in its sole discretion, to request that require the Purchaser to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten five (105) Business Days before the funding Business Combination Closing (or such lesser number of days as the FPS Purchaser may consent to in writing), specifying the number of Forward Purchase Price Shares the Purchaser is required to an account specified by purchase, the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the aggregate Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, Price. The closing of the Purchaser shall thereafter purchase such sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval same date and immediately prior to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in (such written notice (date being referred to as the “Purchase DeadlineForward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase DeadlineCompany, to be held in escrow pending until the Business Combination Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. If Immediately prior to the Forward Closing on the Forward Closing Date, (a) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (b) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within thirty on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (30but not later than one (1) days after Business Day thereafter) return the Purchaser delivers the FPS Forward Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligationPurchaser. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this AgreementSections 1(a)(ii) through (v), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up 15% of all Class A Shares to 2,000,000 Forward Purchase Sharesbe issued and sold, at on a private placement basis, by the Company in connection with a Business Combination (and excluding, for the avoidance of doubt, any Class A Shares issued by the Company as transaction consideration in the Business Combination), for a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 Share (the “FPS Forward Purchase Price”). (ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the number of Forward Purchase Shares pursuant to Section 1(a)(ibe issued and sold by the Company and purchased by Purchaser hereunder shall be determined as follows: (A) hereof by delivering written notice of such election (the “Company Election Notice”) to the PurchaserAs soon as reasonably practicable, at least but in no event less than ten (10) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Shares that it desires Purchaser to purchase pursuant to this Agreement; provided, however, that Purchaser shall in any event have the right, but not the obligation, to purchase the percentage indicated on Schedule A of all Class A Shares to be issued and sold, on a private placement basis, by the Company in connection with a Business Combination (and excluding, for the avoidance of doubt, any Class A Shares issued by the Company as transaction consideration in the Business Combination) (the “Forward Share Allotment”). Following delivery of the Initial Company Notice, the Company shall provide Purchaser with such other information as Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that Purchaser (or such Transferee) may seek all necessary internal approvals required to consummate the purchase of the Forward Purchase Shares hereunder. (B) Within five (5) Business Days after receipt of the Initial Company Notice (the “Acceptance Deadline”), Purchaser shall provide the Company with notice (the “Purchaser Notice”) of its decision as to the number of Forward Purchase Shares it has elected to purchase pursuant to this Agreement, if any, and which Purchaser Notice shall constitute the binding obligation of Purchaser to purchase, on the Forward Closing Date (as defined below), the number of Forward Purchase Shares set forth therein, on the terms and subject to the conditions of this Agreement. For the avoidance of doubt, it shall be in the sole and absolute discretion of Purchaser whether to deliver a Purchaser Notice, and Purchaser shall be excused, without any further liability or obligation hereunder, from the purchase of any Forward Purchase Shares if for any reason, in its sole and absolute discretion, it does not deliver a Purchaser Notice by the Acceptance Deadline as described herein. (iii) At least two (2) Business Days before the funding of Business Combination Closing, the FPS Purchase Price to Company shall provide Purchaser with an account specified by updated notice (the Company. The “Final Company Election Notice shall specify Notice”) including: (A) the anticipated date of the Business Combination Closing; and (B) instructions for wiring the Forward Purchase Price. (iv) The closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, Purchaser shall deliver to the number of Company the aggregate Forward Purchase Price for the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such written notice on the Final Company Notice, and, against payment of the aggregate Forward Purchase Price by Purchaser, the Company shall issue the number of Forward Purchase Shares set forth in Purchaser Notice to Purchaser in book-entry form, free and clear of any liens or before other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the Purchase Deadlinename of Purchaser (or its nominee in accordance with its delivery instructions), or to be held in escrow pending a custodian designated by Purchaser, as applicable. In the Business Combination Closing. If event the Business Combination Closing does not occur within thirty five (305) days after Business Days of the Purchaser delivers date scheduled for closing, the FPS Forward Closing shall not occur and the Company shall promptly (but not later than one (1 Business Day thereafter) return the aggregate Forward Purchase Price to such account, the Company shall return Purchaser by wire transfer of U.S. dollars in immediately available funds to the Purchaser account specified by Purchaser, and any book-entries for the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities on or before the Purchase Deadline, in which case it Shares shall be under no such obligationdeemed repurchased and cancelled. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close or be closed in the City of New York, New York; provided, however, that for clarification, commercial banks in the City of New York shall not be deemed to be authorized or required by law or regulation to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are open for use by customers on such day. (v) The Company acknowledges that, notwithstanding anything to the contrary set forth herein, this Agreement is neither a commitment nor an obligation of Purchaser to purchase any Forward Purchase Shares unless and until a Purchaser Notice is delivered by Purchaser in accordance with Section 1(a)(ii)(B).