Sale of Insider Shares. The Company shall purchase an aggregate of 400,000 Purchaser Ordinary Shares held by the Initial Shareholders (the “Insider Shares”) at a price of $10.00 per Insider Share for an aggregate purchase price of $4,000,000 (the “Insider Sale Purchase Price”) pursuant and subject to a stock purchase agreement between the Initial Shareholders and the Company dated as of the date of this Agreement, substantially in the form of Exhibit D (the “Insider Share Purchase Agreement”).
Sale of Insider Shares. PubCo shall have the option to purchase from Sponsor at the Closing up to an aggregate of 490,000 PubCo Class B Ordinary Shares held by Sponsor (the “Insider Shares”), free and clear of all Encumbrances (as defined below), at a price of $10.00 per Insider Share for an aggregate purchase price of up to $4,900,000, which purchase price shall be paid pro rata to Sponsor, based on the number of Insider Shares being transferred hereunder to PubCo by each entity included in the definition of “Sponsor”. If PubCo exercises the option to purchase set forth in this Section 8.13, then PubCo and Sponsor shall execute such further documents and take such further actions as are reasonably necessary to effectuate the sale and transfer contemplated hereby. The term “Encumbrances,” for the purpose of this Agreement, means any liens, pledges, claims, charges, demands, security interests, mortgage, restriction of any kind or other encumbrances, except for obligations set forth in the Share Escrow Agreement, by and among SPAC, Sponsor, and Trustee, dated as of December 14, 2023, as may be amended from time to time.
