Common use of Forward Purchase Clause in Contracts

Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.

Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 1,500,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 375,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.

Forward Purchase. Simultaneously with Subject to the closing terms and conditions of an initial Business Combinationthis Agreement (including this Section 2.2(a)), following the satisfaction of the Capital Condition, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement Purchaser shall provide written notice (as defined in Section 2.21.2 hereof)including by email) (such written notice, 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase UnitsNotice”) at to the Seller. Thereafter, on the applicable Settlement Date, the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase and, as applicable, assume (or cause its designee to purchase and, as applicable, assume), for an amount equal to the applicable Purchase Price thereof, all right, title and interest of the Seller (whether then owned or thereafter acquired or arising, and wherever located) in and to all of the Loans and Available Unfunded Commitments and all Loan Rights related to such Loans and Available Unfunded Commitments (each Loan that is purchased, together with each related Available Unfunded Commitment that is assumed by the Purchaser (or its designee) under this Section 2.2(a) and all Loan Rights related to the foregoing, a purchase price of $10.00 per “Forward Purchase UnitAsset”, and 250,000 shares of Common Stock in each such purchase, a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act“Forward Purchase”). The private placement of Seller and the Purchaser (or its designee) shall cooperate in good faith to settle the Forward Purchase Units and shares as soon as reasonably practicable on or after delivery of Common Stock is referred to herein as the “applicable Forward Purchase Private Placement.” The Notice (the date of each such settlement, a “Settlement Date”). If mutually agreed by the Purchaser and the Seller, any Forward Purchase Unitsmay take the form of a sale of a participation interest in the applicable Forward Purchase Assets by the Seller to the Purchaser in lieu of an assignment of such Forward Purchase Assets by the Seller to the Purchaser; the terms of this Agreement shall apply with respect to any Forward Purchase in the form of a sale of a participation interest in the same manner as if such Forward Purchase had been in the form of an assignment. Any Forward Purchase Asset sold (or participated) pursuant to this Section 2.2(a) shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens. For the avoidance of doubt, the shares Seller and Purchaser agree that if the Purchase Price of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discountsany Available Unfunded Commitment is negative, commissions, or placement fees have been or will no amount shall be payable in connection with by the Forward Purchase Securities. The Forward Purchase Warrants are identical Purchaser to the Warrants except that (i) Seller with respect thereto and instead, on the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionSettlement Date with respect to such Available Unfunded Commitment, the Forward Seller shall pay to the Purchaser an amount equal to the product of (x) such Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held Price multiplied by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30y) days after consummation of the Company’s initial Business Combinationnegative one (-1).

Forward Purchase. Simultaneously (a) Subject to the terms and conditions of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, Cliffwater, including on behalf of CCLF Sub, or the Purchaser may provide notice in writing (including, without limitation, by email) to the other party on or prior to the Scheduled Facility End Date requiring the Purchaser (or its designee) to purchase and Cliffwater or CCLF Sub, as applicable, to sell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the closing Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable Cliffwater or CCLF Sub, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of an initial Business Combinationany Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to Cliffwater or CCLF Sub in connection with any Forward Purchase thereof since the Original Effective Date (including, for the avoidance of doubt, the Sponsor Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, Cliffwater and/or CCLF Sub shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Capital Condition is satisfied. Any Forward Purchase hereunder shall be subject to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, Cliffwater, including on behalf of CCLF Sub, and the Purchaser shall enter into documentation with respect to such Forward Purchase pursuant to which Cliffwater or CCLF Sub, as applicable, shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase from and, as applicable, assume (or cause its designee to purchase and, as applicable, assume) for an amount equal to the Company Purchase Price of the applicable Forward Purchase Assets, all right, title and interest of Cliffwater or CCLF Sub, as applicable (whether now owned or hereafter acquired or arising, and wherever located), in and to such Forward Purchase and the Purchased Loan Rights in respect of such Forward Purchase Asset; provided that Cliffwater and the Purchaser (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and Cliffwater, including on behalf of CCLF Sub, or, if not agreed otherwise, in the form attached hereto as Exhibit D) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicable. The Parties shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by Cliffwater, including on behalf of CCLF Sub, and the Purchaser (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset and such Loan Rights so sold pursuant to this Section 2.2 shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to Cliffwater or CCLF Sub, which Liens shall be released on or prior to the Settlement Date of such Forward Purchase. Unless otherwise agreed to by the Parties, the Purchaser and Cliffwater or CCLF Sub shall use ClearPar to enter into each Forward Purchase hereunder to the extent available for such and commercially reasonable to use for such Forward Purchase. (c) Unless otherwise agreed to by the Parties, each Forward Purchase pursuant to this Section 2.2 shall be for Forward Purchase Assets with a Purchase Price of at least $1,000,000 (or, if less, the Purchase Price of all remaining Purchased Loans and Available Unfunded Commitments held by Cliffwater or CCLF Sub). All or a portion of any Forward Purchases pursuant to this Section 2.2 shall be conducted in a manner such that the Purchased Loans held the longest by Cliffwater or CCLF Sub will be purchased first; provided, however, that the Parties may agree in writing to conduct such Forward Purchase on a pro rata basis for all or a portion of the Purchased Loans (or in such other manner as the Parties may otherwise agree). (d) Subject to Section 2.4, on the Trigger Date, the Purchaser shall be required to purchase all Purchased Loans and assume Available Unfunded Commitments held by Cliffwater or CCLF Sub, as applicable, at a price and subject to such economic terms and provisions determined pursuant to the Forward Purchase Agreement terms and provisions hereof. (as defined e) For the avoidance of doubt, with respect to any Purchased Loan, any Available Unfunded Commitment or any portion of the foregoing, in Section 2.21.2 hereof)the event that no notice requiring a Trade Date for such Purchased Loan, 1,000,000 units, which units are identical such Available Unfunded Commitment or such portion of the foregoing has been delivered in accordance with (and subject to the Firm Units subject to certain exceptions (the “Forward Purchase Units”limitations set forth in) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(22.2(a) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration StatementScheduled Facility End Date, none of the Placement Securities Parties may be soldrequire under this Agreement for the other party to purchase or sell, assigned as applicable, such Purchased Loan, such Available Unfunded Commitment or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation such portion of the Company’s initial Business Combinationforegoing.

Forward Purchase. Simultaneously (a) Subject to the terms and conditions of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, Cliffwater, on behalf of CCLF Sub, or the Purchaser may provide notice in writing (including, without limitation, by email) to the other party on or prior to the Scheduled Facility End Date requiring the Purchaser (or its designee) to purchase and CCLF Sub to sell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the closing Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable CCLF Sub, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of an initial Business Combinationany Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to CCLF Sub in connection with any Forward Purchase thereof since the Effective Date (including, for the avoidance of doubt, the Sponsor Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, CCLF Sub shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Capital Condition is satisfied. Any Forward Purchase hereunder shall be subject to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, Cliffwater, on behalf of CCLF Sub, and the Purchaser shall enter into documentation with respect to such Forward Purchase pursuant to which CCLF Sub shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase from and, as applicable, assume (or cause its designee to purchase and, as applicable, assume) for an amount equal to the Company Purchase Price of the applicable Forward Purchase Assets, all right, title and interest of CCLF Sub (whether now owned or hereafter acquired or arising, and wherever located) in and to such Forward Purchase and the Purchased Loan Rights in respect of such Forward Purchase Asset; provided that Cliffwater and the Purchaser (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and Cliffwater, on behalf of CCLF Sub, or, if not agreed otherwise, in the form attached hereto as Exhibit D) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicable. The Parties shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by Cliffwater, on behalf of CCLF Sub, and the Purchaser (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset and such Loan Rights so sold pursuant to this Section 2.2 shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to CCLF Sub, which Liens shall be released on or prior to the Settlement Date of such Forward Purchase. Unless otherwise agreed to by the Parties, the Purchaser and CCLF Sub shall use ClearPar to enter into each Forward Purchase hereunder to the extent available for such and commercially reasonable to use for such Forward Purchase. (c) Unless otherwise agreed to by the Parties, each Forward Purchase pursuant to this Section 2.2 shall be for Forward Purchase Assets with a Purchase Price of at least $1,000,000 (or, if less, the Purchase Price of all remaining Purchased Loans and Available Unfunded Commitments held by CCLF Sub). All or a portion of any Forward Purchases pursuant to this Section 2.2 shall be conducted in a manner such that the Purchased Loans held the longest by CCLF Sub will be purchased first; provided, however, that the Parties may agree in writing to conduct such Forward Purchase on a pro rata basis for all or a portion of the Purchased Loans (or in such other manner as the Parties may otherwise agree). (d) Subject to Section 2.4, on the Trigger Date, the Purchaser shall be required to purchase all Purchased Loans and assume Available Unfunded Commitments held by CCLF Sub at a price and subject to such economic terms and provisions determined pursuant to the Forward Purchase Agreement terms and provisions hereof. (as defined e) For the avoidance of doubt, with respect to any Purchased Loan, any Available Unfunded Commitment or any portion of the foregoing, in Section 2.21.2 hereof)the event that no notice requiring a Trade Date for such Purchased Loan, 1,000,000 units, which units are identical such Available Unfunded Commitment or such portion of the foregoing has been delivered in accordance with (and subject to the Firm Units subject to certain exceptions (the “Forward Purchase Units”limitations set forth in) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(22.2(a) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration StatementScheduled Facility End Date, none of the Placement Securities Parties may be soldrequire under this Agreement for the other party to purchase or sell, assigned as applicable, such Purchased Loan, such Available Unfunded Commitment or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation such portion of the Company’s initial Business Combinationforegoing.