Common use of Forward Share Purchase Clause in Contracts

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 45 of this Agreement, on the earlier of Maturity Date (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”as defined below), the Investor Investors may elect to sell and transfer to AMAOthe Counterparty, and AMAO the Counterparty shall purchase from the InvestorInvestors, up to 149,850 that number of Shares (including any Additional Shares (as defined below)) that have been continuously are then held by the Investor since Investors, but not to exceed the date number of this Agreement Shares that would result in the Investors beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder) more than 9.9% of the total number of outstanding Parent Ordinary Shares immediately following the closing of the Business Combination, unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 Parties (the “Share Purchase Limit”), at a price equal to (i) the total amount of the Escrowed Property (as defined below) in the Escrow Account (as defined below), divided by (ii) the total number of Shares held by the Investors as of the Maturity Date (subject to the Share Purchase Limit) (the “Maturity Date Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Each Investor shall notify AMAO the Counterparty and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Maturity Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to AMAO the Counterparty pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify Provided the Counterparty has provided the Investors with notice of the occurrence of the Maturity Date not less than 5 Business Days prior thereto, any Investor that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to AMAO (either directly or in the form of a redemption) Counterparty pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier date that is 12 months after the BC Closing; provided that, the Investor, at the Investor’s sole discretion, may accelerate such date to any of six (i6) months after the closing BC Closing and nine (9) months after the BC Closing by providing notice to the Company of a Business Combination its election to so accelerate at least two (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination2) and calendar days prior to such date (ii) September 22any such date, 2022 (the “Extended Put Date”), the Investor may elect to sell and transfer to AMAOthe Company, and AMAO the Company shall purchase from the Investor, up to 149,850 that number of Shares that have been continuously are then held by the Investor since Investor, but not to exceed 300,000 Shares in the date of this Agreement aggregate unless otherwise agreed to in writing by all Parties, at an aggregate a price per Share equal to $10.35 the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall will attempt to notify AMAO the Company and the Escrow Agent (as defined in Section 4(b)(i) hereofherein) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) at least five (5) Business Days (as defined belowherein) prior to the Extended Put Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO the Company pursuant to this Agreement Agreement; provided that, if the Put Date is accelerated for any reason pursuant to the terms herein, then such notice may be delivered by Investor at any time after such acceleration event (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely does not deliver a Shares Sales Notice at least five (5) Business Days prior to the Put Date in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell sold any remaining Shares to AMAO (either directly or in the form of a redemption) Company pursuant to this Agreement. For the avoidance of doubt, this Agreement shall not apply to any Shares purchased by the Investor after the date of the BC Closing.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier three (3) month anniversary of (i) the date of the closing of a the Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Business Combination Closing Date”), the Investor Investors may elect to sell and transfer to AMAOthe Company, and AMAO the Company shall purchase from the InvestorInvestors, up to 149,850 that number of Shares (including any Additional Shares) that are then held by the Investors, and have been continuously held by the Investor Investors since the date of this Agreement Business Combination Closing Date, but not to exceed [__] Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at an aggregate a price per Share equal to $10.35 10.42 per Share (the “Shares Purchase Price”). Each Investor shall, provided, however, that Investor shall not be deemed to be in violation of notify the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO Company and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of three (x) five (53) Business Days (as defined below) prior to the Extended three (3) month anniversary of the Business Combination Closing Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to AMAO the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Such Notwithstanding anything herein to the contrary, if the closing sale price of the Shares Sale Notice may specify that Investor on the third (3rd) business day prior to the three (3) month anniversary of the Business Combination is exercising its less than $10.42 per Share, the Investors’ right with respect to some but not sell shall be deemed automatically exercised, without the need to deliver the Shares Sales Notice, as to all Shares held by Investorthe Investors. If Except as set forth in the preceding sentence, any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to AMAO (either directly or in the form of a redemption) Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 76,400 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open confirmation(“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier three (3) month anniversary of (i) the date of the closing of a the Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Business Combination Closing Date”), the an Investor may elect to sell and transfer to AMAOthe Company, and AMAO the Company shall purchase from the Investor, up to 149,850 all or any portion of the number of Shares (including any Additional Shares (as defined below)) that have been continuously are then held by the Investor, but not to exceed the Maximum Share Amount set forth in Appendix A with respect to each Investor since (including any Additional Shares) in the date of this Agreement aggregate unless otherwise agreed in writing by all Parties, at an aggregate a price per Share equal to $10.35 10.16 per Share (the “Shares Purchase Price”). Each Investor shall, provided, however, that Investor shall not be deemed to be in violation of notify the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO Company and the Escrow Agent (as defined in Section 4(b)(i) hereofbelow) in writing by the means described in any proxy statement describing the redemption offer mechanics no not later than the later of (x) five (5) Business Days (as defined below) prior to the Extended three (3) month anniversary of the Business Combination Closing Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to AMAO the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Such , and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such Shares Sale Notice may specify Notice. Any Investor that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to AMAO (either directly or in the form of a redemption) Company pursuant to this Agreement; provided that, promptly following the Business Combination Closing Date, the Company shall inform each Investor in writing of the date that is the three-month anniversary of the Business Combination Closing Date.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 74,925 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 147,999 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 35,206 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 39,719 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.