Common use of Forward Share Purchase Clause in Contracts

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one (1) month after the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, but not to exceed 750,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the date that is one (1) month after the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one six (16) month months after the closing date of the Business Combination (the “Business Combination Closing Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, but not to exceed 750,000 2,000,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed to in writing by all Parties, at a price per Share equal to $10.2031 10.02 per Share (the “Shares Purchase Price”); provided that the Investors shall only be entitled to sell Shares to the Company that were previously tendered by a third party for redemption and purchased by the Investors after the date hereof and prior to the Business Combination Closing Date. Each Investor shall, shall notify the Company and the Escrow Agent (as defined herein) in writing five (5) Business Days (as defined belowherein) prior to the date that is one (1) month after the Business Combination Closing Put Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 45, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that the number of Shares (including any Additional SharesShares (as defined below)) that are then held by the Investors, but not to exceed 750,000 800,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 10.16 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) or more prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one (1) month 15 months after the closing of the Business Combination BC Closing (the “Business Combination Closing Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, but not to exceed 750,000 3,000,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed to in writing by all Parties, at a price per Share equal to $10.2031 per Share the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”). Each Investor shall, shall notify the Company and the Escrow Agent (as defined herein) in writing at least five (5) Business Days (as defined belowherein) prior to the date that is one (1) month after the Business Combination Closing Put Date 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 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 shall be due promptly after the Investors become aware of such acceleration (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement. For the avoidance of doubt, this Agreement shall not apply to any Shares purchased by the Investors after the date of the BC Closing.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors Investor may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorsInvestor, up to that number of Shares (including any Additional Shares) that are then held by the InvestorsInvestor, and have been continuously held by the Investor since the Business Combination Closing Date, but not to exceed 750,000 2,500,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all the Parties, at a price per Share equal to $10.2031 10.15 per Share (the “Shares Purchase Price”). Each The Investor shall, shall notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date whether or not such the Investor is exercising such the Investor’s right to sell any of the Shares (including any Additional Shares) held by such the Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any If the Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence sentence, the Investor shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one (1) month 36 months after the closing of the Business Combination BC Closing (the “Business Combination Closing Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, but not to exceed 750,000 4,000,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed to in writing by all Parties, at a price per Share equal to $10.2031 per Share the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”). Each Investor shall, will attempt to notify the Company and the Escrow Agent (as defined herein) in writing at least five (5) Business Days (as defined belowherein) prior to the date that is one (1) month after the Business Combination Closing Put Date 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 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 shall be due promptly after the Investors become aware of such acceleration (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell sold any remaining Shares (including less any Additional SharesRetained Shares comprising Maturity Consideration) to the Company pursuant to this Agreement. For the avoidance of doubt, this Agreement shall not apply to any Shares purchased by the Investors after the date of the BC Closing.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors Investor may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorsInvestor, up to that the number of Shares (including any Additional SharesShares (as defined below)) that are then held by the InvestorsInvestor, but not to exceed 750,000 1,200,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 10.16 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent (as defined below) in writing five (5) Business Days (as defined below) prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may each individually elect to sell and transfer to the Company, and the Company shall purchase from the Investorseach Investor, up to that number of Shares (including any Additional Shares) that are then held by such Investor, and have been continuously held by such Investor since the InvestorsBusiness Combination Closing Date, but not to exceed 750,000 2,500,000 Shares (including any Additional Shares) in the aggregate between the Investors, unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 10.15 per Share (the “Shares Purchase Price”). Each Investor shall, shall notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, and have been continuously held by the Investors since the Business Combination Closing Date, but not to exceed 750,000 5,000,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 10.15 per Share (the “Shares Purchase Price”). Each Principal Investor shall, and the Principal Investors shall cause the Non-Principal Investors to, notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one three (13) month after anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that the number of Shares (including any Additional SharesShares (as defined below)) that are then held by the Investors, but not to exceed 750,000 1,400,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 10.01 per Share (the “Shares Purchase Price”). Each Principal Investor shall, notify the Company and the Escrow Agent (as defined below) in writing five (5) Business Days (as defined below) prior to the date that is one three (13) month after anniversary of the Business Combination Closing Date 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 the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.