Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, prior to in connection with a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer, exchange vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing) or (ii) to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of or the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing; provided, however that in no event shall such Change in Investment apply to more than 25% of the Founder Shares to be purchased by the Purchaser and/or 25% of the Private Placement Warrants held by the Purchaser. The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment on the same terms as applicable to the Sponsor. By way of example and without limiting the foregoing, in the event 50the Sponsor agrees to (x) forfeit 10% of the Sponsor’s Founder Shares and/or its Private Placement Warrants are forfeited or transferred by the Sponsor and 10% of its Founder Shares as part of such the Business Combination, the Purchaser shall also would be obligated to forfeit 10% of its Private Placement Warrants and 10% of its Founder Shares, or (y) transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate as part of the consummation of a Business Combination, the Ownership Reduction is 50Purchaser would only be obligated to transfer 25% of its Private Placement Warrants and the forfeit 25% of its Founder Shares because in no event shall a Change in Investment Reduction is 50%, then the percentage apply to more than 25% of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50and/or 25% of its the Private Placement WarrantsWarrants held by the Purchaser.

Potential Forfeiture. (a) If the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares; (b) If either (A) the Purchaser, sum of (x) the Subscribing Parties and their affiliates do not Public Shares the Purchaser beneficially own owns or holdholds, directly or indirectly, and (y) the number of shares of Class A Common Stock for which the Purchaser has executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9$10.00 per share of Class A Common Stock) (such sum, the “Total Closing Investment Shares”) does not equal or exceed the number of shares that is 4.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, Purchaser and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties Total Closing Investment Shares equals two and their affiliates collectively own five a half percent (52.5%) of the Public Shares (after giving effect to any redemptions of their the Purchaser’s Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants Combination (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (cd) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares. (b) If either (A) the Purchaser, the Subscribing Parties and their affiliates do Purchaser does not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively Purchaser owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own Purchaser owns five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants Combination (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (cd) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If If, as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the scheduled closing of the Business Combination, either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.97.5% of the Public Shares as of immediately following the IPO Closing (excluding any Public Shares issued pursuant to the Over-allotment Option) (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that held by the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by the product of (i) a fractionfraction (expressed as a percentage), the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold Threshold, multiplied by (ii) two (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction result in the Purchaser having to forfeit more than 75% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) % of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% 66⅔% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% 66⅔% of the Initial Subscriber Founder Shares. Any Founder Shares forfeited by the Purchaser shall be transferred to the Sponsor. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for Combination, the Sponsor decides to forfeit, transfer to a third person, exchange, subject to transfer, exchange vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in InvestmentFounder Shares”), such Change in Investment Founder Shares shall apply pro rata to the Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing; provided, however that in no event shall a Change in Founder Shares result in the Purchaser having to forfeit or transfer more than 75% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder (inclusive of any Founder Shares forfeited by the Purchaser under Section 2(a)). By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case . The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants on the same terms as applicable to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement WarrantsSponsor.

Potential Forfeiture. (a) If either (A) the PurchaserIf, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the date of the scheduled closing of the Business Combination Combination, either (A) the Purchaser, the other Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 7.25% of the Public Shares (the “Forfeiture Threshold”) or (B) the Purchaser or any of the other Subscribing Parties redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the other Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase purchased pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the other Subscribing Parties and their affiliates, and the denominator of which shall equal the Forfeiture Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction result in the Purchaser having to forfeit more than 70% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the other Subscribing Parties and their affiliates collectively own three and six hundred twenty-five thousandths of one percent (53.625%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale of the Founder Shares contemplated by this Section 2(a), including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument). Any reference to “affiliate" in this Agreement means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person for which purpose “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for Combination, the Sponsor decides to forfeit, transfer to a third person, exchange, subject to transfer, exchange vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing; provided, however that in no event shall such Change in Investment apply to more than 70% of the Founder Shares to be purchased by the Purchaser. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case . The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment Reduction shall equal 50% of on the Initial Subscriber Founder Sharessame terms as applicable to the Sponsor. (c) Solely by way None of example to illustrate the terms and provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%shall apply to, then adversely affect or restrict the percentage of transfer of, the Initial Subscriber Founder Shares to be purchased retained by the Purchaser shall be reduced 100% pursuant to zero; provided, however, that Section 2(a) or Section 2(b). For the Purchaser shall still have the right to purchase the Minimum Share Amount. In additionavoidance of doubt, the Purchaser shall forfeit not be required to forfeit, transfer, exchange or transfer 50% amend the terms of its any Private Placement WarrantsWarrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (Ai) the Purchaser, last day on which the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of Purchaser may exercise its redemption rights relating to the Public Shares (the “Forfeiture Threshold”if any) as of it holds or (ii) on the date of the vote by the Company’s stockholders shareholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or a portion holds, directly or indirectly, after giving effect to any redemptions of its Public Ordinary Shares in connection with the Business Combination Combination, a number of Public Shares (the “Determination Date Shares”) that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning is less than the Forfeiture ThresholdThreshold (as defined below), then the number of Initial Subscriber Founder Shares that the Sponsor will transfer and Purchaser may will purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser (if any) after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”)Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) by more than 50%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By As used herein, the “Forfeiture Threshold” shall mean [●]% of the issued and outstanding Public Shares. On each Determination Date, Purchaser shall provide upon request of the Company a holdings report reflecting the Purchaser’s holdings of the Ordinary Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented by the Purchaser and the Company’s records, the parties agree to reconcile any differences in good faith. (b) Solely by way of example to illustrate the provisions of Section 2(a), if 20,000,000 Public Shares are issued and without limiting the foregoing, in the event the Purchaseroutstanding, the Subscribing Parties Forfeiture Threshold is [●] and their affiliates collectively own five percent (5%) of on a Determination Date the Purchaser beneficially owns [●] Public Shares (after giving effect to any redemptions such that the number of their Public SharesDetermination Date Shares is [●]), then the Purchaser number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Sharesbe reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in of Investment shall apply pro rata to the Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants that would be held by eachthe Purchaser and Sponsor in the absence of a Change in Investment; provided that any such forfeiture, transfer, exchange or amendment to the terms of the Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) (including subjecting such Founder Shares to earn-outs) shall not, in any event, exceed 25% of the Purchaser’s Founder Shares. By way of example and without limiting the foregoing, in the event 5010% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited forfeited, transferred or transferred otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit forfeit, transfer or transfer 50agree to such additional limitations (including earn-outs) on 10% of its Initial Subscriber the Founder Shares and/or Private Placement Warrants that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) on substantially the same terms and conditions as the Sponsor, . None of the terms and provisions in which case the a Change in Investment Reduction shall equal 50% of apply to, adversely affect or restrict the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate transfer of, the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased retained by the Purchaser shall be reduced 100% pursuant to zero; provided, however, that this Section 2(c). For the Purchaser shall still have the right to purchase the Minimum Share Amount. In additionavoidance of doubt, the Purchaser shall forfeit not be required to forfeit, transfer, exchange or transfer 50% amend the terms of its any Private Placement WarrantsWarrants in connection with a Change in Investment.

Potential Forfeiture. (a) If either (A) the Purchaser, sum of (x) the Subscribing Parties and their affiliates do not beneficially own Public Shares owned or holdheld, directly or indirectly, by the Purchaser and (y) the number of shares of Class A Common Stock for which the Purchaser has executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9% $10.00 per share of Class A Common Stock) (such sum, the “Total Purchaser Closing Investment Shares”) does not equal or exceed the number of shares that is [9.9%]5 of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Purchaser Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Purchaser Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) Total Purchaser Closing Investment Shares equals [4.95%]6 of the Public Shares (after giving effect to any redemptions of their its Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. 5 To be prorated for each Purchaser. 6 To be prorated for each Purchaser. (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares on either (the “Forfeiture Threshold”i) as of the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture ThresholdShares, then the number of Initial Subscriber Founder Shares that Purchaser shall purchase from the Purchaser may purchase Sponsor pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) As used herein, the “Forfeiture Threshold” shall initially mean 525,000 shares of Class A Common Stock (up to 603,750 such shares if the Over-allotment Option is exercised in full); provided, that if the actual number of Public Units offered and sold in the IPO is less than 25,000,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata basis. (c) If, in connection with the expiration or termination of the Over-allotment Option, the Sponsor forfeits any Founder Shares to the Company for cancellation, then the number of Founder Shares the Purchaser is obligated to purchase pursuant to this Agreement shall be reduced on that same basis (such that if no portion of the Over-allotment Option is exercised, the number of Founder Shares the Purchaser is obligated to purchase pursuant to this Agreement shall be reduced by an amount equal to 26,250 Founder Shares, and if the Over-allotment Option is exercised in part, the number of Founder Shares the Purchaser is obligated to purchase pursuant to the Agreement shall be reduced on a pro rata basis thereof, based on the portion of the Over-allotment Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option). (d) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (solely with respect to the “Change Founder Shares in Investment Reduction”excess of the Retained Founder Shares (as defined below)) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the number of Founder Shares to be purchased by the Purchaser pursuant to this Agreement shall forfeit or transfer be reduced by 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case Sponsor (provided that the Change in Investment Reduction shall equal 50% number of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser may never be less than the number of Retained Founder Shares). Notwithstanding the remaining provisions of this Section 2(d), the number of Founder Shares to be purchased by the Purchaser pursuant to this Agreement shall not be reduced below an amount equal to 52,500 Founder Shares (or 60,375 Founder Shares, if the Over-allotment Option is exercised in full, and if the Over-allotment Option is exercised in part, such number shall be reduced 100% to zero; providedon a pro rata basis thereof, howeverbased on the portion of the Over-allotment Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option) (the “Retained Founder Shares”). None of the terms and provisions in a Change in Investment shall apply to, that adversely affect or restrict the Purchaser shall still have purchase of, the right to purchase Retained Founder Shares. For the Minimum Share Amount. In additionavoidance of doubt, the Purchaser shall forfeit not be required to forfeit, transfer, exchange or transfer 50% amend the terms of its any Private Placement WarrantsWarrants in connection with a Change in Investment.

Potential Forfeiture. (a) If either (Ai)(x) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.99.999% of the Public Shares (the “Forfeiture Anchor Threshold”) either as of the date of the vote by the Company’s stockholders to approve the Business Combination or as of the Business Day immediately prior to the closing of the Business Combination Closing (as defined below) or (By) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that Anchor Threshold and (ii) the Purchaser may does not either (x) at the Business Combination Closing, purchase Units for $25.0 million of Aggregate Purchase Price (each as defined in that certain Forward Purchase Agreement, entered into as of [DATE], by and between the Company and the Purchaser (the “Forward Purchase Agreement”) (for reasons other than those described in Section 1 of the Forward Purchase Agreement) pursuant to the Forward Purchase Agreement, or (y) execute an alternative financing in connection with the Business Combination (as described in Section 1(a)(ii1(d) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares Forward Purchase Agreement) under terms mutually agreed upon by the Purchaser, the Subscribing Parties and their affiliates, Company and the denominator Sponsor, then the [Sponsor] shall equal have the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event right at its sole discretion to repurchase the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal ’s Private Placement Warrants for 50% of the Initial Subscriber Founder Shares. For Purchase Price within the avoidance of doubt, no Ownership Reduction shall result thirty (30) days following the Business Combination Closing (the “Repurchase Right”); provided that in the event that Exxxxx X. Xxxxx and Wxxxx Xxxxxxxxxxxxx both no longer serve as the Chief Executive Officer and Chief Financial Officer, respectively, of the Company as of the Business Day immediately prior to the Business Combination Closing, the Sponsor shall forfeit the Repurchase Right. The Purchaser having shall take all actions as may be reasonably necessary to forfeit or consummate any transfer any and/or sale of the Private Placement WarrantsWarrants and Founder Shares contemplated by this Section ‎2(a), including entering into agreements and delivering certificates, instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Private Placement Warrants and Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument). (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for Combination, the Sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer, exchange vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or (ii) to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) Purchaser, the Sponsor and the Sponsor other holders, if any (other than the independent directors of the Company), based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing. By way of example The Purchaser agrees to take all steps and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited execute all such agreements as may be necessary or transferred reasonably requested by the Sponsor as part of to effectuate such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants Change in Investment on substantially the same terms and conditions as applicable to the Sponsor. For the avoidance of doubt, in which case the no Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, result in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants Purchaser having to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its any Private Placement Warrants.

Potential Forfeiture. (a) If the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares; (b) If either (A) the Purchaser, sum of (x) the Subscribing Parties and their affiliates do not Public Shares the Purchaser beneficially own owns or holdholds, directly or indirectly, and (y) the number of shares of Class A Common Stock for which the Purchaser has executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9$10.00 per share of Class A Common Stock) (such sum, the “Total Closing Investment Shares”) does not equal or exceed the number of shares that is 4.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, Purchaser and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties Total Closing Investment Shares equals two and their affiliates collectively own five one half percent (52.5%) of the Public Shares (after giving effect to any redemptions of their the Purchaser’s Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (cd) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If the Purchaser does not purchase at least [9.9%]5 of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares. (b) If either (A) the Purchaser, sum of (x) the Subscribing Parties Public Shares the Purchaser and their its affiliates do not beneficially own or hold, directly or indirectly, and (y) the number of shares of Class A Common Stock for which the Purchaser and its affiliates have executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9$10.00 per share of Class A Common Stock) (such sum, the “Total Closing Investment Shares”) does not equal or exceed the number of shares that is 4.9% of the Public Shares (the “Forfeiture Threshold”) as of either (i) the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems and/or its affiliates redeem all or a portion of its their Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties Purchaser and their affiliates, its affiliates and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) Total Closing Investment Shares equals 2.45% of the Public Shares (after giving effect to any redemptions of their the Purchaser’s and its affiliates’ Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. 5 To be prorated for each Purchaser. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants Combination (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (cd) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares; (b) If either (A) the Purchaser, the Subscribing Parties and their affiliates do Purchaser does not beneficially own or hold, directly or indirectly, at least 9.94.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively Purchaser owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, Purchaser and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own Purchaser owns two point five percent (52.5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the Initial Subscriber Founder Shares; (b) If either (A) the Purchaser, sum of (x) the Subscribing Parties and their affiliates do not Public Shares the Purchaser beneficially own owns or holdholds, directly or indirectly, and (y) the number of shares of Class A Common Stock for which the Purchaser has executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9$10.00 per share of Class A Common Stock) (such sum, the “Total Closing Investment Shares”) does not equal or exceed the number of shares that is 4.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, Purchaser and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties Total Closing Investment Shares equals two and their affiliates collectively own five one half percent (52.5%) of the Public Shares (after giving effect to any redemptions of their the Purchaser’s Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants Combination (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares. (cd) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.

Potential Forfeiture. (a) If on either of (Ai) the Purchaser, last day on which the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of Purchaser may exercise its redemption rights relating to the Public Shares (the “Forfeiture Threshold”if any) as of it holds or (ii) on the date of the vote by the Company’s stockholders shareholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or a portion holds, directly or indirectly, after giving effect to any redemptions of its Public Ordinary Shares in connection with the Business Combination Combination, a number of Public Shares (the “Determination Date Shares”) that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning is less than the Forfeiture ThresholdThreshold (as defined below), then the number of Initial Subscriber Founder Shares that the Sponsor will transfer and Purchaser may will purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser (if any) after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) by more than 50%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By As used herein, the “Forfeiture Threshold” shall mean [●]% of the issued and outstanding Public Shares. On each Determination Date, Purchaser shall provide upon request of the Company a holdings report reflecting the Purchaser’s holdings of the Ordinary Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented by the Purchaser and the Company’s records, the parties agree to reconcile any differences in good faith. (b) Solely by way of example to illustrate the provisions of Section 2(a), if 20,000,000 Public Shares are issued and without limiting the foregoing, in the event the Purchaseroutstanding, the Subscribing Parties Forfeiture Threshold is [●] and their affiliates collectively own five percent (5%) of on a Determination Date the Purchaser beneficially owns [●] Public Shares (after giving effect to any redemptions such that the number of their Public SharesDetermination Date Shares is [●]), then the Purchaser number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Sharesbe reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (bc) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in of Investment shall apply pro rata to the Purchaser (the “Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants that would be held by eachthe Purchaser and Sponsor in the absence of a Change in Investment; provided that any such forfeiture, transfer, exchange or amendment to the terms of the Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) (including subjecting such Founder Shares to earn-outs) shall not, in any event, exceed 25% of the Purchaser’s Founder Shares. By way of example and without limiting the foregoing, in the event 5010% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited forfeited, transferred or transferred otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit forfeit, transfer or transfer 50agree to such additional limitations (including earn-outs) on 10% of its Initial Subscriber the Founder Shares and/or Private Placement Warrants that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) on substantially the same terms and conditions as the Sponsor, . None of the terms and provisions in which case the a Change in Investment Reduction shall equal 50% of apply to, adversely affect or restrict the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate transfer of, the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased retained by the Purchaser shall be reduced 100% pursuant to zero; provided, however, that this Section 2(c). For the Purchaser shall still have the right to purchase the Minimum Share Amount. In additionavoidance of doubt, the Purchaser shall forfeit not be required to forfeit, transfer, exchange or transfer 50% amend the terms of its any Private Placement WarrantsWarrants in connection with a Change in Investment.

Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares on either (the “Forfeiture Threshold”i) as of the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture ThresholdShares, then the number of Initial Subscriber Founder Shares that Purchaser shall purchase from the Purchaser may purchase Sponsor pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) As used herein, the “Forfeiture Threshold” shall initially mean 1,350,000 shares of Class A Common Stock (up to 1,552,500 such shares if the Over-allotment Option is exercised in full); provided, that if the actual number of Public Units offered and sold in the IPO is less than 25,000,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata basis. (c) If, in connection with the expiration or termination of the Over-allotment Option, the Sponsor forfeits any Founder Shares to the Company for cancellation, then the number of Founder Shares the Purchaser is obligated to purchase pursuant to this Agreement shall be reduced on that same basis (such that if no portion of the Over-allotment Option is exercised, the number of Founder Shares the Purchaser is obligated to purchase pursuant to this Agreement shall be reduced by an amount equal to 67,500 Founder Shares, and if the Over-allotment Option is exercised in part, the number of Founder Shares the Purchaser is obligated to purchase pursuant to the Agreement shall be reduced on a pro rata basis thereof, based on the portion of the Over-allotment Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option). (d) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to Purchaser (solely with respect to the “Change Founder Shares in Investment Reduction”excess of the Retained Founder Shares (as defined below)) and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by eacheach on the Business Combination Closing. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the number of Founder Shares to be purchased by the Purchaser pursuant to this Agreement shall forfeit or transfer be reduced by 50% of its Initial Subscriber Founder Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case Sponsor (provided that the Change in Investment Reduction shall equal 50% number of the Initial Subscriber Founder Shares. (c) Solely by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred 50% of its Initial Subscriber Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to be purchased by the Purchaser may never be less than the number of Retained Founder Shares). Notwithstanding the remaining provisions of this Section 2(d), the number of Founder Shares to be purchased by the Purchaser pursuant to this Agreement shall not be reduced below an amount equal to 135,000 Founder Shares (or 155,250 Founder Shares, if the Over-allotment Option is exercised in full, and if the Over-allotment Option is exercised in part, such number shall be reduced 100% to zero; providedon a pro rata basis thereof, howeverbased on the portion of the Over-allotment Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option) (the “Retained Founder Shares”). None of the terms and provisions in a Change in Investment shall apply to, that adversely affect or restrict the Purchaser shall still have purchase of, the right to purchase Retained Founder Shares. For the Minimum Share Amount. In additionavoidance of doubt, the Purchaser shall forfeit not be required to forfeit, transfer, exchange or transfer 50% amend the terms of its any Private Placement WarrantsWarrants in connection with a Change in Investment.