Common use of Forward Purchase Clause in Contracts

Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.

Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 1,500,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 375,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.

Forward Purchase. Simultaneously with Subject to the closing terms and conditions of an initial Business Combinationthis Agreement (including this Section 2.2(a)), following the satisfaction of the Capital Condition, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement Purchaser shall provide written notice (as defined in Section 2.21.2 hereof)including by email) (such written notice, 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase UnitsNotice”) at to the Seller. Thereafter, on the applicable Settlement Date, the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase and, as applicable, assume (or cause its designee to purchase and, as applicable, assume), for an amount equal to the applicable Purchase Price thereof, all right, title and interest of the Seller (whether then owned or thereafter acquired or arising, and wherever located) in and to all of the Loans and Available Unfunded Commitments and all Loan Rights related to such Loans and Available Unfunded Commitments (each Loan that is purchased, together with each related Available Unfunded Commitment that is assumed by the Purchaser (or its designee) under this Section 2.2(a) and all Loan Rights related to the foregoing, a purchase price of $10.00 per “Forward Purchase UnitAsset”, and 250,000 shares of Common Stock in each such purchase, a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act“Forward Purchase”). The private placement of Seller and the Purchaser (or its designee) shall cooperate in good faith to settle the Forward Purchase Units and shares as soon as reasonably practicable on or after delivery of Common Stock is referred to herein as the “applicable Forward Purchase Private Placement.” The Notice (the date of each such settlement, a “Settlement Date”). If mutually agreed by the Purchaser and the Seller, any Forward Purchase Unitsmay take the form of a sale of a participation interest in the applicable Forward Purchase Assets by the Seller to the Purchaser in lieu of an assignment of such Forward Purchase Assets by the Seller to the Purchaser; the terms of this Agreement shall apply with respect to any Forward Purchase in the form of a sale of a participation interest in the same manner as if such Forward Purchase had been in the form of an assignment. Any Forward Purchase Asset sold (or participated) pursuant to this Section 2.2(a) shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens. For the avoidance of doubt, the shares Seller and Purchaser agree that if the Purchase Price of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discountsany Available Unfunded Commitment is negative, commissions, or placement fees have been or will no amount shall be payable in connection with by the Forward Purchase Securities. The Forward Purchase Warrants are identical Purchaser to the Warrants except that (i) Seller with respect thereto and instead, on the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionSettlement Date with respect to such Available Unfunded Commitment, the Forward Seller shall pay to the Purchaser an amount equal to the product of (x) such Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held Price multiplied by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30y) days after consummation of the Company’s initial Business Combinationnegative one (-1).