Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect to any redemptions of Ordinary Shares 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), then the Founder Shares that the Sponsor will transfer and Purchaser 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, 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 Determination 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). 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 outstanding, the Forfeiture Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares), provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant to Section 1(a)(ii) shall would be reduced less than 86,625 (or 99,619 if the Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% 1,732,500 shares of Class A Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 17,500,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) on the last day on which date set for the Purchaser may exercise its redemption rights relating vote by the Company’s stockholders to approve the Public Shares (if any) it holds Business Combination or (ii) on the date Business Day (as defined below) immediately prior to the scheduled closing of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect including through any firm commitments to any redemptions of Ordinary Shares in connection with the Business Combinationpurchase, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then (1) the Purchaser shall automatically forfeit to the Company, and have no further right, title or interest in, a pro rata number of its Founder Shares that Shares, and (2) the Sponsor will transfer and Purchaser will purchase pursuant (or its designee, provided that any designee shall be subject to Section 1(a)(iithe approval of the Purchaser, such approval not to be unreasonably withheld) shall be reduced have the right, but not the obligation, to purchase from the Purchaser a pro rata by number of the Purchaser’s Private Placement Units for a purchase price of $10.00 per Private Placement Unit (such number of Private Placement Units, the “Callable Units”), in each case calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any forfeiture and/or sale contemplated by this Section 2, 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/or Private Placement Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser 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 any forfeiture contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% [ ] shares of Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public sold in the IPO is less than 20,000,000 (without regard to the over-allotment option), then the Forfeiture Threshold shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares. On each ” shall mean the amount by which the Forfeiture Threshold exceeds the 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 faithDate Shares. (bc) Solely by way of example to illustrate the provisions of Section 2(a), if 20,000,000 Public Shares are issued and outstanding, the Forfeiture Threshold is [●] 2,500,000 and on a each Determination Date the Purchaser beneficially owns [●] 1,500,000 shares of Public Shares (such that the number of Determination Date Shares is [●]1,500,000), then the number of Founder Shortfall Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt1,000,000, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on percentage of (i) the relative number of Founder Shares that would be held by the 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 Purchaser’s Founder Shares that the Purchaser would forfeit and (ii) the Purchaser’s Private Placement Units that the Sponsor will transfer and (or its designee) would have the Purchaser will right, but not the obligation, to purchase pursuant to Section 1(a)(iifor a purchase price of $10.00 per Private Placement Unit, would be 40% (e.g., 1,000,000 divided by 2,500,000). (d) (including subjecting such If, in connection with the expiration or termination of the underwriters’ over-allotment option in connection with the IPO, the Sponsor forfeits any Founder Shares to earnthe Company for cancellation, then the Purchaser agrees to forfeit its Founder Shares to the Company for cancellation on the same basis (such that if no portion of the over-outs) shall notallotment option is exercised, the Purchaser would forfeit a total of [ ] of its Founder Shares, and if the over-allotment option is exercised in part, the Purchaser would forfeit a pro rata portion 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), and hereby grants to the Company and any event, exceed 25% representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such forfeiture on behalf of the Purchaser’s Founder Shares. By way , which power of example and without limiting the foregoingattorney shall be deemed to be coupled with an interest. (e) If, in connection with the event 10% closing of a Business Combination (the “Business Combination Closing), the Sponsor (i) agrees to forfeit any Founder Shares or Private Placement Units to the Company at no cost or subject its Founder Shares or Private Placement Units to contractual terms or restrictions, convert its Class B Shares into other securities or contractual rights or otherwise modify the terms of its Founder Shares or Private Placement Units (each a “Sponsor Modification”) and (ii) provides the Purchaser with written notice of the Sponsor’s Sponsor Modification at least three (3) Business Days prior to the deadline for the submission of requests for redemption of the Public Shares, then the Purchaser agrees to forfeit, subject, convert or modify its Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) Private Placement Units on 10% of the Founder Shares that the Sponsor will transfer a pro rata basis and the Purchaser will purchase pursuant to Section 1(a)(ii) on substantially the same terms and conditions as the Sponsor. None of , and hereby grants to the terms Company and provisions in a Change in Investment shall apply to, adversely affect or restrict any representative designated by the transfer of, the Founder Shares retained Company without further action by the Purchaser pursuant a limited irrevocable power of attorney to this Section 2(c). For effect such forfeiture or Sponsor Modification on behalf of the avoidance Purchaser, which power of doubt, the Purchaser attorney shall not be required deemed to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection be coupled with a Change in Investmentan interest.

Potential Forfeiture. (ai) If on the Business Day following the IPO Closing, the Unitholder or its Affiliate beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a number of Public Shares that is less than the Forfeiture Threshold (as defined below), then the Unitholder shall automatically forfeit and have no further right, title or interest in, all of the Unitholder’s Units. The Unitholder shall take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Section 1(e), 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 Unitholder to make any representations other than as to its clear title to the applicable Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Unitholder hereby grants to the Company and any representative designated by the Company without further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, which power of attorney shall be deemed to be coupled with an interest. (ii) If on either of (iA) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the CompanySPAC’s shareholders stockholders to approve the Business Combination or (B) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser Unitholder or its Affiliate beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Ordinary Shares 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), then the Founder Shares that Unitholder shall, at the Sponsor will transfer Company’s sole discretion, forfeit and Purchaser will purchase pursuant to Section 1(a)(ii) shall be reduced have no further right, title or interest in, a pro rata number of the Class C Common Units held by the Unitholder, the pro rata number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold, provided that the Unitholder shall not be obligated to forfeit a number of Class C Common Units under this Section 1(e)(ii) to the extent that the remaining number of Class C Common Units held by the Purchaser (if any) Unitholder after giving effect such forfeiture would be less than 37,500. The Unitholder shall take all actions as may be reasonably necessary to consummate any redemptions of the Public Shares forfeiture contemplated by this Section 1(e), including entering into agreements and delivering certificates and instruments and consents as may be deemed by the PurchaserCompany to be necessary or appropriate (which shall not require the Unitholder to make any representations other than as to its clear title to the applicable Class C Common Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the denominator shall equal Unitholder hereby grants to the Forfeiture Threshold (Company and any representative designated by the “Ownership Reduction”); providedCompany, howeverwithout further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, that in no event shall the Ownership Reduction reduce the number which power 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 Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party attorney shall be counted deemed to be coupled with an interest. (e.g., no Public Shares shall be double counted among Subscribing Parties). iii) As used herein, (A) the “Forfeiture Threshold” shall initially 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 1,498,500 Public Shares are issued and outstanding, the Forfeiture Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that minus the number of Determination Date Shares is [●]), then the number shares of Founder Shares that may be Class A Common Stock purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements Unitholder in a private placement contemporaneously with respect to the Founder Shares (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 the Business Combination; provided, including voting in favor of any amendment to that (1) if the terms of the Founder Shares (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative aggregate number of Founder Public Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.redeemed

Potential Forfeiture. (a) If on either of (i) on the last day on which date set for the Purchaser may exercise its redemption rights relating vote by the Company’s stockholders to approve the Public Shares (if any) it holds Business Combination or (ii) on the date Business Day (as defined below) immediately prior to the scheduled closing of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect including through any firm commitments to any redemptions of Ordinary Shares in connection with the Business Combinationpurchase, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then (1) the Purchaser shall automatically forfeit to the Company, and have no further right, title or interest in, a pro rata number of its Founder Shares that Shares, and (2) the Sponsor will transfer and Purchaser will purchase pursuant (or its designee, provided that any designee shall be subject to Section 1(a)(iithe approval of the Purchaser, such approval not to be unreasonably withheld) shall be reduced have the right, but not the obligation, to purchase from the Purchaser a pro rata by number of the Purchaser’s Private Placement Units for a purchase price of $10.00 per Private Placement Unit (such number of Private Placement Units, the “Callable Units”), in each case calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any forfeiture and/or sale contemplated by this Section 2, 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/or Private Placement Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser 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 any forfeiture contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% [ ] shares of Common Stock; provided, that if 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 outstanding, the Forfeiture Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the actual number of Determination Date Shares Public Units offered and sold in the IPO is [●]less than 20,000,000 (without regard to the over-allotment option), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) Forfeiture Threshold shall be automatically reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) The Purchaser agrees that if, prior to on 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to basis, and (ii) the Purchaser and “Shortfall Shares” shall mean the Sponsor based on amount by which the relative number of Founder Shares that would be held by Forfeiture Threshold exceeds the 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 Determination Date Shares. By way of example and without limiting the foregoing, in the event 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant to Section 1(a)(ii) shall would be reduced less than [_], the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% _] shares of Class A Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 25,000,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on the Business Day following the IPO Closing, the Unitholder beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a number of Public Shares that is less than the Forfeiture Threshold (as defined below), then the Unitholder shall automatically forfeit and have no further right, title or interest in, all of the Subscribed Units. The Unitholder shall take all actions as may be reasonably necessary to consummate any forfeiture 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 Unitholder to make any representations other than as to its clear title to the applicable Subscribed Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Unitholder hereby grants to the Company and any representative designated by the Company without further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, which power of attorney shall be deemed to be coupled with an interest. (b) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the CompanySPAC’s shareholders 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 Unitholder beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Ordinary Shares 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), then the Founder Shares that Unitholder shall, at the Sponsor will transfer Company’s sole discretion, forfeit and Purchaser will purchase pursuant to Section 1(a)(ii) shall be reduced have no further right, title or interest in, a pro rata number of the Class C Common Units held by the Unitholder, the pro rata number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold, provided that the Unitholder shall not be obligated to forfeit a number of Class C Common Units under this Section 2(b) to the extent that the remaining number of Class C Common Units held by the Purchaser Unitholder after such forfeiture would be less than 87,500 (or 100,625, if any) after giving effect the Over-allotment Option is exercised in full). The Unitholder shall take all actions as may be reasonably necessary to consummate any redemptions of the Public Shares forfeiture contemplated by this Section 2(b), including entering into agreements and delivering certificates and instruments and consents as may be deemed by the PurchaserCompany to be necessary or appropriate (which shall not require the Unitholder to make any representations other than as to its clear title to the applicable Class C Common Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the denominator shall equal Unitholder hereby grants to the Forfeiture Threshold (Company and any representative designated by the “Ownership Reduction”); providedCompany, howeverwithout further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, that in no event shall the Ownership Reduction reduce the number which power 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 Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party attorney shall be counted deemed to be coupled with an interest. (e.g., no Public Shares shall be double counted among Subscribing Parties). c) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% 1,750,000 Public Shares minus the number of shares of Class A Common Stock purchased by the Unitholder in a private placement contemporaneously with the consummation of the issued Business Combination; provided, that: (A) if the actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 17,500,000, Purchaser then the Forfeiture Threshold shall provide upon request be automatically reduced on a pro rata basis; (B) to the extent the underwriters’ exercise the Over-allotment Option, then the Forfeiture Threshold shall be automatically increased on a pro rata basis in the same proportion as the amount of the Company a holdings report reflecting Over-allotment Option that is exercised, (C) if the Purchaser’s holdings aggregate number of the Ordinary Public Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented that are redeemed by the Purchaser and holders thereof in connection with the Company’s records, Business Combination is less than or equal to 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 outstandingForfeiture Trigger Amount, the Forfeiture Threshold is [●] shall be deemed to mean zero (0) Public Shares; and on a Determination Date (D) if the Purchaser beneficially owns [●] aggregate number of Public Shares that are redeemed by the holders thereof in connection with the Business Combination is greater than the Forfeiture Trigger Amount, the Forfeiture Threshold shall equal: (such I) the aggregate number of Public Shares that are redeemed by the holders thereof in connection with the Business Combination in excess of the Forfeiture Trigger Amount minus (II) the number of Determination Date Shares is [●]), then the number shares of Founder Shares that may be Class A Common Stock purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements Unitholder in a private placement contemporaneously with respect to the Founder Shares (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 the Business Combination, including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the Purchaser and Sponsor in the absence of a Change in Investment; provided that any such forfeiturein no event will the Forfeiture Threshold exceed 1,750,000 Public Shares, transfer, exchange or amendment (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date Shares; (iii) the “Forfeiture Trigger Amount” shall mean a number of Public Shares equal to the terms two percent (2%) of the Founder Public Shares that entitled to vote on 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant would be less than 30% of the Founders Shares held by the Purchaser immediately prior to Section 1(a)(ii) shall be reduced the Determination Date, the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [•] shares of Class A Common Stock; provided, that if the right provided for in Section 5(g) below is exercised, the “Forfeiture Threshold” shall mean [●]% •]shares of Class A Common Stock; provided, further, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 20,000,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect to any redemptions of Ordinary Shares 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), then the Founder Shares that the Sponsor will transfer and Purchaser 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, 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 Determination 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). 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 outstanding, the Forfeiture Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the Purchaser and Sponsor in the absence of a Change in Investment; 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant to Section 1(a)(ii) shall would be reduced less than [_](or [_], if the Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●_]% shares of Class A Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 25,000,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (ai) If on the Business Day following the closing of the IPO, the Unitholder beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a number of Public Shares that is less than the Forfeiture Threshold (as defined below), then the Unitholder shall automatically forfeit and have no further right, title or interest in, the Unitholder’s Class A Common Units. The Unitholder shall take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Section 1(c), 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 Unitholder to make any representations other than as to its clear title to the applicable Class A Common Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Unitholder hereby grants to the Company and any representative designated by the Company without further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, which power of attorney shall be deemed to be coupled with an interest. (ii) If on either of (iA) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the CompanySPAC’s shareholders stockholders to approve the Business Combination or (B) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser Unitholder beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Ordinary Shares 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), then the Founder Shares that Unitholder shall, at the Sponsor will transfer Company’s sole discretion, forfeit and Purchaser will purchase pursuant to Section 1(a)(ii) shall be reduced have no further right, title or interest in, a pro rata number of the Class A Common Units held by the Unitholder, the pro rata number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold, provided that the Unitholder shall not be obligated to forfeit under this Section 1(c)(ii) any Class A Common Units in excess of 50% of the Class A Common Units then-held by the Purchaser (if any) after giving effect to any redemptions Unitholder as of the Public Shares Determination Date. The Unitholder shall take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Section 1(c), including entering into agreements and delivering certificates and instruments and consents as may be deemed by the PurchaserCompany to be necessary or appropriate (which shall not require the Unitholder to make any representations other than as to its clear title to the applicable Class A Common Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the denominator shall equal Unitholder hereby grants to the Forfeiture Threshold (Company and any representative designated by the “Ownership Reduction”); providedCompany, howeverwithout further action by the Unitholder a limited irrevocable power of attorney to effect any forfeiture contemplated hereby on behalf of the Unitholder, that in no event shall the Ownership Reduction reduce the number which power 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 Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party attorney shall be counted deemed to be coupled with an interest. (e.g., no Public Shares shall be double counted among Subscribing Parties). iii) As used herein, (A) the “Forfeiture Threshold” shall initially mean [●]% 1,498,500 Public Shares minus the number of shares of Class A Common Stock purchased by the Unitholder in a private placement contemporaneously with the consummation of the issued Business Combination; provided, that (1) if the actual number of Public Units offered and outstanding sold in the IPO is less than 15,000,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata basis, (2) if the Company initially allocates the Unitholder less than 1,498,500 Public Shares. On each Determination DateShares in connection with the IPO, Purchaser then the Forfeiture Threshold shall provide upon request be automatically reduced to reflect the number of Public Shares actually allocated to the Unitholder by the Company; provided that this clause (2) shall not apply if the Unitholder purchases less than the amount of Public Shares initially allocated to the Unitholder by the Company, (3) to the extent the underwriters exercise the over-allotment option, then the Forfeiture Threshold shall be automatically increased on a pro rata basis in the same proportion as the amount of the Company a holdings report reflecting over-allotment option that is exercised, (4) if the Purchaser’s holdings aggregate number of the Ordinary Public Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented that are redeemed by the Purchaser and holders thereof in connection with the Company’s records, Business Combination is less than or equal to 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 outstandingForfeiture Trigger Amount, the Forfeiture Threshold is [●] shall be deemed to mean zero (0) Public Shares; and on a Determination Date (5) if the Purchaser beneficially owns [●] aggregate number of Public Shares that are redeemed by the holders thereof in connection with the Business Combination is greater than the Forfeiture Trigger Amount, the Forfeiture Threshold shall equal: (such I) the aggregate number of Public Shares that are redeemed by the holders thereof in connection with the Business Combination in excess of the Forfeiture Trigger Amount minus (II) the number of Determination Date Shares is [●]), then the number shares of Founder Shares that may be Class A Common Stock purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements Unitholder in a private placement contemporaneously with respect to the Founder Shares (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 the Business Combination, including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the Purchaser and Sponsor in the absence of a Change in Investment; provided that any such forfeiturein no event will the Forfeiture Threshold exceed 1,498,500 Public Shares, transfer, exchange or amendment (B) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date Shares; and (C) the “Forfeiture Trigger Amount” shall mean a number of Public Shares equal to the terms two percent (2%) of the Founder Public Shares that entitled to vote on 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant to Section 1(a)(ii) shall would be reduced less than [_] (or [_], if the Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% _] shares of Class A Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 22,500,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders 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 Ordinary Shares 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), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the Sponsor will transfer and remaining number of Founder Shares held by the Purchaser will purchase pursuant to Section 1(a)(ii) shall would be reduced less than [•] (or [•], if the Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% •] shares of Class A Common Stock; provided, that if the issued actual number of Public Units offered and outstanding Public Shares. On each Determination Datesold in the IPO is less than 15,000,000, 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 outstanding, then the Forfeiture Threshold is [●] and shall be automatically reduced on a pro rata basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds the Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement WarrantsShares. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. (a) If on either of (i) on the last day on which date set for the Purchaser may exercise its redemption rights relating vote by the Company’s stockholders to approve the Public Shares (if any) it holds Business Combination or (ii) on the date Business Day (as defined below) immediately prior to the scheduled closing of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect including through any firm commitments to any redemptions of Ordinary Shares in connection with the Business Combinationpurchase, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then (1) the Founder Shares that Purchaser shall automatically transfer to the Sponsor will transfer for no consideration, and Purchaser will purchase pursuant have no further right, title or interest in, a pro rata number of its Founder Shares, and (2) the Sponsor (or its designee, provided that any designee shall be subject to Section 1(a)(iithe approval of the Purchaser, such approval not to be unreasonably withheld) shall be reduced have the obligation to purchase from the Purchaser a pro rata by number of the Purchaser’s Private Placement Warrants for a purchase price of $1.00 per Private Placement Warrant, in each case calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser (if anyas defined below) after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal is 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%Threshold. 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, 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/or Private Placement Warrants and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser 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 any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. (b) As used herein, (i) the “Forfeiture Threshold” shall initially mean [●]% _] shares of Class A Common Stock; provided, that if 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 outstanding, the Forfeiture Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the actual number of Determination Date Shares Public Units offered and sold in the IPO is [●]less than 13,500,000 (without regard to the over-allotment option), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) Forfeiture Threshold shall be automatically reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) The Purchaser agrees that if, prior to on 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to basis, and (ii) the Purchaser and “Shortfall Shares” shall mean the Sponsor based on amount by which the relative number of Founder Shares that would be held by Forfeiture Threshold exceeds the 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 Determination Date Shares. By way of example and without limiting the foregoing, in the event 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Forfeiture. So long as the Subscribing Parties have purchased a number of Units in the IPO equal to or greater than the IPO Threshold, if (a) If on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it holds or (ii) on the date of the vote by the Company’s shareholders stockholders to approve the Business Combination or (b) on the Business Day immediately prior to the scheduled closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect including through any firm commitments to any redemptions of Ordinary Shares in connection with the Business Combinationpurchase, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Founder Shares that Purchaser shall automatically forfeit to the Sponsor will transfer and Purchaser 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 PurchaserCompany for no consideration, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”); providedhave no further right, howevertitle or interest in, that in no event shall the Ownership Reduction reduce the number all of such Purchaser’s Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) by more than 50%Shares. For the avoidance of doubt, in calculating the number of Public Shares (if any) which that the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination 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). As used herein, the “Forfeiture Threshold” shall mean [●]% of the issued and outstanding Public Shares. On each Determination Date, The Purchaser shall provide upon request of take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Article 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company a holdings report reflecting to be necessary or appropriate (which shall not require the Purchaser’s holdings of Purchaser to make any representations other than as to its clear title to the Ordinary applicable Founder Shares as of such Determination Date. If there is a discrepancy between and its power and authorization to effect the Purchaser’s holdings as represented transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser and the Company’s records, the parties agree a limited irrevocable power of attorney to reconcile effect 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 outstanding, the Forfeiture Threshold is [●] and forfeiture contemplated hereby on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (c) 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 or to enter into any other arrangements with respect to the Founder Shares (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 (each, a “Change in Investment”), such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would be held by the 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% behalf of the Purchaser’s Founder Shares. By way , which power of example and without limiting the foregoing, in the event 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended attorney shall be deemed to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit, transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares 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 a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection coupled with a Change in Investmentan interest.