Common use of Forward Purchase Agreements Clause in Contracts

Forward Purchase Agreements. The Acquiror has delivered to the Company a true, correct and complete copy of each of the fully executed Forward Purchase Agreements pursuant to which each of the Forward Purchasers has committed, subject to the terms and conditions therein, to provide equity financing to the Acquiror in the amounts set forth therein for purpose of funding the transactions contemplated hereby (the “FP Financing”). Each Forward Purchase Agreement is in full force and effect and is legal, valid and binding upon the Acquiror and the Forward Purchasers, enforceable in accordance with its terms. Each Forward Purchase Agreement has not been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and as of the date of this Agreement, and to the knowledge of Acquiror, no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the commitments contained in each Forward Purchase Agreement have not been withdrawn, terminated or rescinded by the Forward Purchasers in any respect. The Acquiror has complied in all respects with the Forward Purchasers’ right of first offer set forth in Section 5 of the Forward Purchase Agreements. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the FP Financing or the transactions contemplated hereby other than as expressly set forth in the Forward Purchase Agreements delivered to the Company or the agreements entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreements that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreements. Acquiror has, and to the knowledge of Acquiror each other party to the Forward Purchase Agreements has, complied with all of its obligations under the Forward Purchase Agreements. There are no conditions precedent or other contingencies related to FP Financing, other than as expressly set forth in the Forward Purchase Agreements. To the knowledge of Acquiror, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or any Forward Purchaser, (ii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or any Forward Purchaser or (iii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied result in any portion of the amounts to be paid by the Forward Purchasers in accordance with the Forward Purchase Agreements being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, Acquiror has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Agreements will not be satisfied, and, as of the date hereof, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Forward Purchase Agreements. The Acquiror FTAC has delivered made available to the Company Tempo a true, correct and complete copy of each of the fully executed Forward Purchase Agreements pursuant to which each of Agreements, as amended by the Forward Purchasers has committed, subject to the terms and conditions therein, to provide equity financing to the Acquiror in the amounts set forth therein for purpose of funding the transactions contemplated hereby (the “FP Financing”)Sponsor Agreement. Each The Forward Purchase Agreement is Agreements, as amended, are in full force and effect and each is legal, valid and binding upon FTAC and, to the Acquiror and the Forward Purchasersknowledge of FTAC, enforceable in accordance with its terms. Each The Forward Purchase Agreement has Agreements, as amended, have not been withdrawn, terminated, amended amended, modified or modified waived since the date of delivery hereunder execution and prior to the execution of this Agreement, and as of the date of this Agreement, and to the knowledge of Acquiror, Agreement no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the commitments contained in each the Forward Purchase Agreement Agreements, as amended, have not been withdrawn, terminated or rescinded by the Forward Purchasers FP Investors in any respect. The Acquiror has complied in all respects with the Forward Purchasers’ right of first offer set forth in Section 5 of the Forward Purchase Agreements. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the FP Financing or the transactions contemplated hereby other than as expressly set forth in the Forward Purchase Agreements delivered to the Company or the agreements entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror FTAC has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreements that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreements. Acquiror FTAC has, and to the knowledge of Acquiror FTAC, each other party to the Forward Purchase Agreements has, complied with all of its obligations under the Forward Purchase Agreements. There are no conditions precedent or or, to the knowledge of FTAC, other contingencies related to FP Financingthe FTAC Financing to be provided pursuant to the Forward Purchase Agreements, other than as expressly set forth in the Forward Purchase Agreements. To the knowledge of Acquiror, as As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (ia) constitute a default or breach on the part of Acquiror or any Forward PurchaserFTAC or, to the knowledge of FTAC, (iib) assuming the conditions set forth in Section 9.01 11.02 and Section 9.02 11.03 will be satisfied, constitute a failure to satisfy satisfy, or caused to be satisfied, a condition on the part of Acquiror or any Forward Purchaser FTAC, or (iiic) assuming the conditions set forth in Section 9.01 11.02 and Section 9.02 11.03 will be satisfied satisfied, to the knowledge of FTAC, result in any portion of the amounts to be paid by the Forward Purchasers FP Investors in accordance with the such FP Investor’s respective Forward Purchase Agreements Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.01 11.02 and Section 9.02 11.03 will be satisfied, Acquiror FTAC has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Agreements will not be satisfied, and, as of the date hereof, Acquiror FTAC is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Forward Purchase Agreements. The Acquiror FTAC has delivered made available to the Company Tempo a true, correct and complete copy of each of the fully executed Forward Purchase Agreements pursuant to which each of Agreements, as amended by the Forward Purchasers has committed, subject to the terms and conditions therein, to provide equity financing to the Acquiror in the amounts set forth therein for purpose of funding the transactions contemplated hereby (the “FP Financing”)Sponsor Agreement. Each The Forward Purchase Agreement is Agreements, as amended, are in full force and effect and each is legal, valid and binding upon FTAC and, to the Acquiror and the Forward Purchasersknowledge of FTAC, enforceable in accordance with its terms. Each The Forward Purchase Agreement has Agreements, as amended, have not been withdrawn, terminated, amended amended, modified or modified waived since the date of delivery hereunder execution and prior to the execution of this Agreement, and as of the date of this Agreement, and to the knowledge of Acquiror, Original Execution Date no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement Original Execution Date the commitments contained in each the Forward Purchase Agreement Agreements, as amended, have not been withdrawn, terminated or rescinded by the Forward Purchasers FP Investors in any respect. The Acquiror has complied in all respects with the Forward Purchasers’ right of first offer set forth in Section 5 of the Forward Purchase Agreements. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the FP Financing or the transactions contemplated hereby other than as expressly set forth in the Forward Purchase Agreements delivered to the Company or the agreements entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror FTAC has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreements that are payable on or prior to the date hereof Original Execution Date and will pay any and all such fees when and as the same become due and payable after the date hereof Original Execution Date pursuant to the Forward Purchase Agreements. Acquiror FTAC has, and to the knowledge of Acquiror FTAC, each other party to the Forward Purchase Agreements has, complied with all of its obligations under the Forward Purchase Agreements. There are no conditions precedent or or, to the knowledge of FTAC, other contingencies related to FP Financingthe FTAC Financing to be provided pursuant to the Forward Purchase Agreements, other than as expressly set forth in the Forward Purchase Agreements. To the knowledge of Acquiror, as As of the date hereofOriginal Execution Date, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (ia) constitute a default or breach on the part of Acquiror or any Forward PurchaserFTAC or, to the knowledge of FTAC, (iib) assuming the conditions set forth in Section 9.01 10.02 and Section 9.02 10.03 will be satisfied, constitute a failure to satisfy satisfy, or caused to be satisfied, a condition on the part of Acquiror or any Forward Purchaser FTAC, or (iiic) assuming the conditions set forth in Section 9.01 10.02 and Section 9.02 10.03 will be satisfied satisfied, to the knowledge of FTAC, result in any portion of the amounts to be paid by the Forward Purchasers FP Investors in accordance with the such FP Investor’s respective Forward Purchase Agreements Agreement being unavailable on the Closing Date. As of the date hereofOriginal Execution Date, assuming the conditions set forth in Section 9.01 10.02 and Section 9.02 10.03 will be satisfied, Acquiror FTAC has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Agreements will not be satisfied, and, as of the date hereofOriginal Execution Date, Acquiror FTAC is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Forward Purchase Agreements. The Acquiror has delivered On June 29, 2023, Pxxxxxxxxx and AEON entered into separate agreements (each a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of (i) ACM ARRT J LLC and (ii) Polar Multi-Strategy Master Fund (“Polar”, and each of ACM ARRT J LLC and Polar, individually, a “Seller”, and together, the “Sellers”) for OTC Equity Prepaid Forward Transactions. For purposes of each Forward Purchase Agreements, Priveterra is referred to as the “Counterparty” prior to the Company a true, correct and complete copy of each consummation of the fully executed Business Combination, while Pubco is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreements. Any reference herein to the `Forward Purchase Agreement' are to be treated as a reference to each Seller's separate agreement and should be construed accordingly and any action taken by a Seller should be construed as an action under its own respective agreement. Pursuant to the terms of the Forward Purchase Agreements, the Sellers intend, but are not obligated, to purchase up to 7,500,000 shares of Class A common stock, par value $0.0001 per share, of Priveterra (“Priveterra Common Stock”) in the aggregate concurrently with the Closing pursuant to each Seller’s respective FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of shares of Priveterra Common Stock purchased by each Seller separately from third parties through a broker in the open market (“Recycled Shares”). No Seller shall be required to purchase an amount of shares of Priveterra Common Stock such that following such purchase, that Seller’s ownership would exceed 9.9% of the total shares of Priveterra Common Stock outstanding immediately after giving effect to such purchase, unless such Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to a Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreements pursuant with respect to which each of the Forward Purchasers has committed, subject to the terms and conditions therein, to provide equity financing to the Acquiror such shares as described under “Optional Early Termination” in the amounts set forth therein for purpose of funding the transactions contemplated hereby (the “FP Financing”)respective Forward Purchase Agreements. Each Forward Purchase Agreement is provides that a Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in full force each Pricing Date Notice and effect (ii) the redemption price per share as defined in Section 9.2(a) of Priveterra’s Second Amended and is legal, valid Restated Certificate of Incorporation (the “Initial Price”). The Counterparty will pay to each Seller separately the Prepayment Amount required under the respective Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and binding upon Trust Company holding the Acquiror net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”) no later than the earlier of (a) one business day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination, except that to the extent the Prepayment Amount payable to a Seller is to be paid from the purchase of Additional Shares by such Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with such Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by a Seller will be included in the Number of Shares for its respective Forward PurchasersPurchase Agreement for all purposes, enforceable including for determining the Prepayment Amount. Following the Closing, the reset price (the “Reset Price”) will initially be the Initial Price and subject to a $7.00 floor (the “Reset Price Floor”). The Reset Price will be subject to reset on a monthly basis (each a “Reset Date”) with the first such Reset Date occurring 90 days after the Closing Date to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the 30-day VWAP Price of the Shares immediately preceding such Reset Date; provided, however, that the Reset Price may be reduced immediately to any lower price at which the Counterparty sells, issues or grants any shares or securities convertible or exchangeable into shares (other than, among other things, grants or issuances under the Counterparty’s equity compensation plans, any securities issued in accordance connection with the Business Combination or any securities issued in connection with the PIPE Subscription Agreements (as defined below)), subject to certain exceptions, in which case the Reset Price Floor would be eliminated. From time to time and on any date following the Business Combination (any such date, an “OET Date”), any Seller may, in its termsabsolute discretion, terminate its Forward Purchase Agreement in whole or in part by providing written notice to the Counterparty (the “OET Notice”), no later than the next Payment Date following the OET Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)). The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from the Seller, and the Seller shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties. The valuation date will be the earliest to occur of (a) the second anniversary of the Closing Date, (b) the date specified by a Seller in a written notice to be delivered to the Counterparty at a Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period that occurs at least six months after the Closing Date, the VWAP Price is less than the then applicable Reset Price, provided that a Registration Statement was effective and available for the entire measurement period and remains continuously effective and available during the entire 90 day notice period (the “Valuation Date”). On the Cash Settlement Payment Date, which is the tenth local business day following the last day of the valuation period commencing on the Valuation Date, a Seller shall pay the Counterparty a cash amount equal to (1) (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period less (2) if the Settlement Amount Adjustment is less than the cash amount to be paid, the Settlement Amount Adjustment. The Settlement Amount Adjustment is equal to (1) the Number of Shares as of the Valuation Date multiplied by (2) $2.00 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount. If the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty will pay the Seller in shares of Priveterra Common Stock or, at the Counterparty’s election, in cash. Each Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under Pxxxxxxxxx’s Second Amended and Restated Certificate of Incorporation that would require redemption by Priveterra of the Shares. Such waiver may reduce the number of shares of Priveterra Common Stock redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. Each Forward Purchase Agreement has not been withdrawnstructured, terminatedand all activity in connection with such agreement has been undertaken, amended or modified since to comply with the date requirements of delivery hereunder and prior all tender offer regulations applicable to the execution Business Combination, including Rule 14e-5 under the Securities Exchange Act of this Agreement, and as 1934. A copy of the date form of this Agreement, and to the knowledge of Acquiror, no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the commitments contained in each Forward Purchase Agreement have not been withdrawn, terminated or rescinded by is filed as Exhibit 10.1 and Exhibit 10.2 to the Forward Purchasers in any respect. The Acquiror has complied in all respects Current Report on Form 8-K filed with the Forward Purchasers’ right of first offer set forth in Section 5 SEC by Priveterra on the date hereof, and the foregoing description of the Forward Purchase Agreements. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub Agreements is a party related to the provision or funding, as applicable, of the FP Financing or the transactions contemplated hereby other than as expressly set forth qualified in the Forward Purchase Agreements delivered to the Company or the agreements entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreements that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreements. Acquiror has, and to the knowledge of Acquiror each other party to the Forward Purchase Agreements has, complied with all of its obligations under the Forward Purchase Agreements. There are no conditions precedent or other contingencies related to FP Financing, other than as expressly set forth in the Forward Purchase Agreements. To the knowledge of Acquiror, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or any Forward Purchaser, (ii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or any Forward Purchaser or (iii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied result in any portion of the amounts to be paid entirety by the Forward Purchasers in accordance with the Forward Purchase Agreements being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, Acquiror has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Agreements will not be satisfied, and, as of the date hereof, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfiedreference thereto.