Common use of Forward Purchase Clause in Contracts

Forward Purchase. Subject to the conditions set forth in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall have the option to purchase up to 7,500,000 Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 2,500,000 Forward Purchase Warrants (collectively, the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in a private placement of Forward Purchase Securities. The Purchaser shall have the right, in its sole discretion, to determine the number of Forward Purchase Securities it intends to purchase at the Forward Closing (as defined below), if any (subject to the maximum $50,000,000 aggregate Forward Purchase Price, and, in each case, with the ratio of Forward Purchase Shares to Forward Purchase Warrants included in the Forward Purchase to be 2:1). For the avoidance of doubt, under no circumstances shall the Forward Purchase result in the Purchaser beneficially owning more than an aggregate of 9.999% of the shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Purchaser shall have the right to limit its purchase obligation pursuant hereto to such number of Forward Purchase Securities as would not result in its beneficial ownership exceeding 9.999%, as determined above.

Forward Purchase. Subject to the terms and conditions set forth of this Agreement (including this Section 2.2), if requested by Blue Owl Fund at any time on or before the Facility End Date, Blue Owl Fund shall, in this Agreementone or more transactions, immediately prior purchase and/or, as applicable, assume (or its designees shall purchase and/or, as applicable, assume) and CELF Sub (or its designee) shall sell, transfer, assign and otherwise convey to Blue Owl Fund (or its designees) Purchased Loans (including Available Unfunded Commitments) for an amount equal to the Business Combination ClosingPurchase Price of the applicable Purchased Loan(s) (including Available Unfunded Commitments) or portion thereof that is purchased and/or, the Purchaser shall have the option to purchase up to 7,500,000 as applicable, assumed by Blue Owl Fund (or its designee) under this Section 2.2, a “Forward Purchase SecuritiesAsset”, consisting of up to 5,000,000 Forward Purchase Shares at and each such purchase and/or assumption, a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 2,500,000 Forward Purchase Warrants (collectively, the “Forward Purchase”). The , provided that upon satisfaction of the Capital Condition, Cliffwater, on behalf of CELF Sub (or its designee), may provide notice in writing (including, without limitation, by email) to Blue Owl Fund requiring Blue Owl Fund to purchase and/or, as applicable, assume (or its designees shall purchase and/or, as applicable, assume) and CELF Sub to sell, transfer, assign and otherwise convey as soon as practicable thereafter, in one or more transactions, all Purchased Loans; provided further that: (1) no Co-Invest Asset shall be subject to any Forward Purchase unless the parties otherwise agree in writing; (2) Blue Owl Fund (or its designees) shall be effectuated, if at all, in a private placement of Forward Purchase Securities. The Purchaser shall have the right, in its sole discretion, to determine the number of Forward Purchase Securities it intends required to purchase at and/or, as applicable, assume the Forward Closing Purchased Loans (including Available Unfunded Commitments) in the order in which they were purchased and assumed by CELF Sub (or its designee), except as otherwise mutually agreed by the parties; and (3) the aggregate Purchase Price on any Settlement Date (as defined below), if any (subject to the maximum herein) shall be at least $50,000,000 aggregate Forward Purchase Price, and, in each case, with the ratio of Forward Purchase Shares to Forward Purchase Warrants included in the Forward Purchase to be 2:1). For the avoidance of doubt, under no circumstances shall the Forward Purchase result in the Purchaser beneficially owning more than an aggregate of 9.999% of the shares of the Company 10 million (or such other entity lesser amount equal to the Purchase Price of the entirety of one or more Purchased Loans to be purchased and/or assumed on such date). Blue Owl Fund (or its designees) and CELF Sub (or its designee) shall use commercially reasonable efforts to settle any such Forward Purchase as soon as reasonably practicable after the Trade Date and on such date as may be reasonably agreed by Blue Owl Fund (or its designees) and CELF Sub (the continuing public company following the Business Combinationdate of each such settlement, a “Settlement Date”), as determined . Such Forward Purchase Asset and such Loan Rights so sold pursuant to Rule 13d-3 under this Section 2.2 shall be transferred and assigned to Blue Owl Fund (or its designees) free and clear of all Liens, except such Liens imposed by any financing provider to Cliffwater or CELF Sub, which liens shall be released concurrent with such Forward Purchase. Unless otherwise agreed to by Blue Owl Fund and CELF Sub, Blue Owl Fund (or its designee) and CELF Sub shall use customary settlement procedures (including, if applicable, ClearPar) to enter into each Forward Purchase hereunder to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)extent available for, and the Purchaser commercially reasonable to use for, each such Forward Purchase. Blue Owl Fund shall have the right prepare any assignment agreement or other documentation necessary to limit its purchase obligation pursuant hereto to consummate such number of Forward Purchase Securities as would not result in its beneficial ownership exceeding 9.999%and shall be responsible for any transfer, as determined aboveassignment or similar fees (if applicable).

Forward Purchase. (a) Subject to the terms and conditions set forth of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, the Seller or the Purchaser may provide notice in this Agreementwriting (including, immediately prior without limitation, by email) to the Business Combination Closing, other party requiring the Purchaser shall have the option (or its designee) to purchase up and the Seller to 7,500,000 Forward Purchase Securitiessell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, consisting and assume a ratable portion of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Sharethe Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with an aggregate of up to 2,500,000 each related Available Unfunded Commitment that is assumed, by the Purchaser under this Section 2.2, a “Forward Purchase Warrants (collectivelyAsset”, the and each such purchase, a “Forward Purchase”). The Forward Purchase ; provided, that the foregoing shall not be effectuatedconstrued to enable the Seller, if at all, in a private placement of Forward Purchase Securities. The unless consented to by the Purchaser shall have the right, in its sole discretion, to determine require the number Purchaser to purchase all or any portion of any Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to the Seller in connection with any Forward Purchase Securities it intends to purchase at thereof since the Forward Closing Effective Date (as defined below)including, if any (subject to the maximum $50,000,000 aggregate Forward Purchase Price, and, in each case, with the ratio of Forward Purchase Shares to Forward Purchase Warrants included in the Forward Purchase to be 2:1). For for the avoidance of doubt, under no circumstances shall the Forward Purchase result Price in connection with all of the Purchaser beneficially owning more than purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an aggregate of 9.999Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the shares aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the Company aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, the Seller shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Purchaser has aggregate subscriptions that it has called and received cash funding from in an aggregate amount that is at least two hundred fifty million Dollars ($250,000,000) more than the aggregate subscriptions that it had called and received cash funding from as of the Initial Purchase Date of such Purchased Loan or such Available Unfunded Commitment, as applicable. Any Forward Purchase hereunder shall be subject to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, the Seller and the Purchaser shall enter into documentation with respect to such Forward Purchase pursuant to which the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”its designee), and the Purchaser shall have purchase and, as applicable, assume (or cause its designee to purchase and, as applicable, assume) for an amount equal to the right to limit its purchase obligation pursuant hereto Purchase Price of the applicable Forward Purchase Assets, all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such number of Forward Purchase Securities and the Purchased Loan Rights in respect of such Forward Purchase Asset; provided that the Seller and the Purchaser (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and the Seller or, if not agreed otherwise, in the form attached hereto as would Exhibit B) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicable. The Seller and the Purchaser shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by the Seller and the Purchaser (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not result occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset and such Loan Rights so sold pursuant to this Section 2.2 shall be transferred and assigned to the Purchaser (or its beneficial ownership exceeding 9.999%designee) free and clear of all Liens, except such Liens imposed by any financing provider to the Seller, which Liens shall be released on or prior to the Settlement Date of such Forward Purchase. Unless otherwise agreed to by the Purchaser and the Seller, the Purchaser and the Seller shall use ClearPar to enter into each Forward Purchase hereunder to the extent available for such and commercially reasonable to use for such Forward Purchase. (c) Unless otherwise agreed to by the Purchaser and the Seller, each Forward Purchase pursuant to this Section 2.2 shall be for Forward Purchase Assets with a Purchase Price of at least $5,000,000 (or, if less, the Purchase Price of all remaining Purchased Loans and Available Unfunded Commitments held by the Seller). All or a portion of any Forward Purchases pursuant to this Section 2.2 shall be conducted in a manner such that the Purchased Loans held the longest by the Seller will be purchased first; provided, however, that the Purchaser and the Seller may agree in writing to conduct such Forward Purchase on a pro rata basis for all or a portion of the Purchased Loans (or in such other manner as the Purchaser and the Seller may otherwise agree). (d) On the Facility End Date, the Purchaser shall be required to purchase all Purchased Loans and assume Available Unfunded Commitments held by the Seller at a price and subject to such economic terms and provisions determined abovepursuant to the terms and provisions hereof.