FORWARD PURCHASE AGREEMENT
Exhibit 10.9
This Forward Purchase Agreement (this “Agreement”) is entered into as of May [●], 2021, by and among Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
(a) Forward Purchase Securities.
(i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to a maximum of (1) 10,000,000 Forward Purchase Securities (the “Number of Forward Purchase Shares”) plus (2) the number of Forward Purchase Warrants which is the product of (x) the number of Forward Purchase Securities as determined by clause (1) and (y) 1/3 (the “Number of Forward Purchase Warrants”) for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Securities issued and sold hereunder (the “FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrant.
(ii) Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (the “Public Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on 30 days after the Partnering Transaction Closing, and will expire five years after the Partnering Transaction Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.
(iii) The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Partnering Transaction (the “Partnering Transaction Agreement”), the Company shall provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase all or a portion of the Maximum Securities pursuant to this Agreement in connection with the Partnering Transaction Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(a) hereof) may reasonably request so that the Purchaser (or such Transferee) may consider, and then subsequently seek the approval of its investment committee to consummate, the purchase of the Forward Purchase Securities hereunder.
(2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Securities, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement.
The Company acknowledges and agrees that any determination by Purchaser to purchase Forward Purchase Securities shall be made at the sole discretion of its investment committee and that Purchaser’s investment committee may elect in its sole discretion not to purchase any Forward Purchase Securities.
(3) At least two (2) Business Days before the Partnering Transaction Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including:
a. its determination, based on the actual number of Public Securities (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities (which shall not exceed the number of shares indicated in the Initial Purchaser Notice) that it desires the Purchaser to purchase pursuant to this Agreement;
b. the anticipated date of the Partnering Transaction Closing; and
c. instructions for wiring the FPS Purchase Price.
(4) At least one (1) Business Day before the Partnering Transaction Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be (i) greater than the aggregate number of Forward Purchase Securities that the Company desires such Purchaser to purchase as specified in the Final Company Notice and (ii) less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section 1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(iv) In the event that any Partnering Transaction Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (ii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Partnering Transaction Agreement shall be disregarded and the provisions of clause (ii) above must be separately completed for each Partnering Transaction Agreement entered into by the Company.
(v) The closing of the sale of Forward Purchase Securities (the “Forward Closing”) shall be held on the same date and concurrently with the Partnering Transaction Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the
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FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Partnering Transaction Closing does not occur within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the FPS Purchase Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
(vi) If the Company shall reduce the number of Forward Purchase Securities below that set forth in the Initial Purchaser Notice, then such reduction shall be made on a ratable basis among all purchasers entering into forward purchase agreements comparable to this Agreement on or about the date hereof.
(b) Delivery of Forward Purchase Securities.
(i) The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the Forward Closing.
(ii) Each register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
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specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, or any Class A Shares which the Forward Purchase Securities may be converted into or exercised for, for resale, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Securities.
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authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.
(i) 380,000,000 Class A Ordinary Shares, par value $0.0001 per share, none of which are issued and outstanding, and all the outstanding Class A ordinary shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws;
(ii) 1,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), 250,000 of which are issued and outstanding, and all the outstanding Class B ordinary shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws; and
(iii) 50,000,000 Class F ordinary shares, par value $0.0001 per share (the “Class F Ordinary Shares”), 1,437,500 of which are issued and outstanding, and all the outstanding Class F ordinary shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws; and
(iv) 1,000,000 preference shares, par value $0.0001 per share, none of which are issued and outstanding.
Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities, at the Forward Closing has been taken or will be taken prior to the Forward Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the Forward Closing, as applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.
(c) Valid Issuance of Forward Purchase Securities.
(i) The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the Company, and the Class A Shares issuable upon conversion or exercise of the Forward Purchase Warrants, when issued in accordance with the terms of the Forward Purchase Warrants, this Agreement and the Warrant Agreement, and registered in the register of members of the Company will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. The Forward Purchase Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Forward Closing. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.
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the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities laws, and pursuant to the Registration Rights.
4. Additional Agreements, Acknowledgements and Waivers of the Purchaser.
(a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Securities until 30 days after the completion of the initial Partnering Transaction. Notwithstanding the foregoing, Transfers of the Forward Purchase Securities are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any employees of any such affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Partnering Transaction at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Partnering Transaction; (G) in the event of the Company’s liquidation, merger, share capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Partnering Transaction; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
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with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).
(b) Trust Account.
(i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares issued in the IPO (the “Public Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Securities held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim against the Trust Account or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Securities held by it.
(c) No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Partnering Transaction Closing. For purposes of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect share pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
(d) Voting. The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Partnering Transaction, then in connection with such proposed Partnering Transaction, the Purchaser shall vote any Class A Ordinary Shares owned by it in favor of any proposed Partnering Transaction. If the Purchaser fails to vote any Class A Ordinary Shares it is required to vote hereunder in favor of a Proposed Partnering Transaction, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. Notwithstanding the foregoing and for the avoidance of doubt, the provisions of this Section 4(d) shall not limit or modify the redemption and liquidation rights Purchaser shall have in respect of the Public Securities held by it.
5. Additional Agreements of the Company.
(a) Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Ordinary Shares on the New York Stock Exchange (or another national securities exchange).
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6. Forward Closing Conditions.
(a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:
(i) The Partnering Transaction shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;
(ii) The Purchaser’s (or any applicable Transferee’s) investment committee shall have approved the purchase of the Forward Purchase Securities;
(iii) The Company shall have delivered to such Purchaser a certificate evidencing the good standing of the Company as a Cayman Islands exempted company, as of a date within ten (10) Business Days of the Partnering Transaction Closing;
(iv) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;
(v) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and
(vi) No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
(b) The obligation of the Company to sell the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:
(i) The Partnering Transaction shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;
(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;
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(iii) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and
(iv) No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
7. Termination. This Agreement may be terminated at any time prior to the Forward Closing:
(a) | by mutual written consent of the Company and the Purchaser; or |
(b) | automatically |
(i) | if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or |
(ii) if the Partnering Transaction is not consummated within 24 months (or 27 months, if applicable) from the IPO Closing, or such later date as may be approved by the Company’s shareholders in accordance with the Charter.
In the event of any termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(b) shall survive termination of this Agreement.
(i) All communications sent to the Company shall be sent to: Corsair Partnering Corporation, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: Xxxx Xxxxxx, email: xxxxxx@xxxxxxx-xxxxxxx.xxx, with a copy to the Company’s counsel at: Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Xxxxxx, Esq., email: xxxxx.xxxxxx@xxxxxxxxx.xxx fax: (000) 000-0000, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
(ii) All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 8(a).
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commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) arising from any agreement or arrangement entered into by the Purchaser. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above- named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
PURCHASER:
Corsair V Financial Services Capital Partners, L.P. | ||
By: | ||
Name: X.X. Xxxxxxx Jayanti | ||
Title: Chief Executive Officer |
Address for notices: 000 Xxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, XX 00000
COMPANY:
CORSAIR PARTNERING CORPORATION | ||
By: | ||
Name: Xxxx Xxxxxx | ||
Title: Chief Financial Officer |
[Signature Page to Forward Purchase Agreement]