Common use of Partial Forfeiture in Connection with Business Combination Closing Clause in Contracts

Partial Forfeiture in Connection with Business Combination Closing. If, in connection with the Business Combination Closing, the Sponsor agrees to forfeit any Class B Shares to the Company at no cost (other than pursuant to Section 6(a)) or subject its Class B Shares to contractual terms or restrictions, convert its Class B Shares into other securities or contractual rights or otherwise modify the terms of its Class B Shares (each a “Class B Change”), then, provided that the Sponsor is not being issued any other equity or equity-related securities or other items of value in the Business Combination in consideration for such forfeiture or Class B Change that are not also being issued to the Forward Contract Parties on a pro rata basis (other than in respect of its Private Placement Warrants or Working Capital Loans and any grants of equity or equity-related securities as director fees), the Purchaser agrees to forfeit, subject, convert or modify its Class B Shares on a pro rata basis and on the same terms as the Sponsor, and hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such forfeiture or Class B Change on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.