Common use of Forward Share Purchase Clause in Contracts

Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, all or any portion of the number of Shares that are then held by the Investors, but not to exceed 686,161 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 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) or more prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such 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 to the Company pursuant to this Agreement.

Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investors each Investor may elect to sell and transfer to the Company, and the Company shall purchase from the Investorseach such Investor, all or any portion of the number of Shares that are then held by the Investorseach Investor, but not to exceed 686,161 the amount of Shares in the aggregate with respect to each Investor set forth on Appendix A unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 10.31 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) or more prior to the Put Date not later than 5:00 p.m. Eastern Time on July 25, 2022 whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such 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 to the Company pursuant to this Agreement.