Common use of Forward Purchase Shares Clause in Contracts

Forward Purchase Shares. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to a maximum of 2,500,000 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 (the “Forward Purchase Price”), or up to a maximum of $25,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor 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 require the Purchaser to purchase the Forward Purchase Shares by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward 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 to the Company, to be held in escrow until the Forward Closing, the Aggregate 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. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow

Forward Purchase Shares. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to a maximum of 2,500,000 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 (the “Forward Purchase Price”), or up to a maximum of $25,000,000 10,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor 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 require the Purchaser to purchase the Forward Purchase Shares by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward 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 to the Company, to be held in escrow until the Forward Closing, the Aggregate 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. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow

Forward Purchase Shares. (i) The Company shall issue and sell to the PurchaserPurchasers, severally and not jointly, and the Purchaser Purchasers shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to at a maximum of 2,500,000 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 (the “Forward Purchase PricePer Share Consideration”), or up to a maximum of $25,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor LLC 100 % (ii) The number an amount 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 Amount (as each Private Placement Share. The defined below), which Forward Purchase Shares will Share Amount shall be non- redeemable so long allocated among the Purchasers as they are held by set forth in the Purchaser or its Permitted Transferees Purchase Notice (as defined below). If For purposes of this Agreement, the “Forward Purchase Share Amount” means an amount of Forward Purchase Shares are held equal to the quotient obtained when the amount set forth in (1) is divided by Persons the amount in (2), where (1) is the sum of (A) an amount equal to the aggregate redemption proceeds paid out of the Trust Account (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 require the Purchaser to purchase the Forward Purchase Shares by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the date holders of the Business Combination Closing, Class A Shares exercising their redemption rights in connection with the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and immediately redemption offer made to such holders prior to the Business Combination Closing (which amount set forth in (1)(A) shall not be greater than $25,000,000), and (B) an amount equal to twenty-five percent (25%) of such date being referred aggregate redemption proceeds in excess of the first $200,000,000 paid out of the Trust Account to as holders of the “Forward Class A Shares exercising their redemption rights in connection with the redemption offer made to such holders prior to the Business Combination Closing Date”(which amount set forth in (1)(B) shall not be greater than $25,000,000). At least one ; and where (2) is the Per Share Consideration; provided, that, at the option of the Purchasers, the amount set forth in (1) Business Day above may be a greater amount, which amount may be determined by the Purchasers at such time, up to the aggregate redemption proceeds paid out of the Trust Account to holders of the Class A Shares exercising their redemption rights in connection with the redemption offer made to such holders prior to the Forward Closing Date, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Business Combination Closing, the Aggregate 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. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow.

Forward Purchase Shares. (i) The Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to a maximum of 2,500,000 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 (the “Forward Purchase Price”), or up to a maximum of $25,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor LLC 100 %[•] [•]% [•] [•]% (ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by the Purchaser Purchasers hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the PurchaserPurchasers, 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 Purchasers 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 Purchasers or its their Permitted Transferees (as defined below). If the Forward Purchase Shares are held by Persons (as defined below) other than the Purchaser Purchasers or its their Permitted Transferees, the Forward Purchase Shares will have the same terms as the Public Shares. (iv) The Company shall require the Purchaser Purchasers to purchase the Forward Purchase Shares by delivering notice to the PurchaserPurchasers, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is Purchasers are required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward 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 Purchasers shall deliver to the Company, to be held in escrow until the Forward Closing, the Aggregate 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. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrowimmediately

Forward Purchase Shares. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to a maximum of 2,500,000 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 (the “Forward Purchase Price”), or up to a maximum of $25,000,000 10,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor IV 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 require the Purchaser to purchase the Forward Purchase Shares by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward 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 to the Company, to be held in escrow until the Forward Closing, the Aggregate 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. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow