FORFEITURE AGREEMENT (this “Agreement”), dated as of [●], 2021, is made by and between Authentic
Equity Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Authentic Equity Acquisition
Corp., a Cayman Islands exempted company (the “Company”). The Sponsor and the Company are sometimes referred
to herein individually as a “Party” and collectively as the “Parties”.
in connection with the consummation of the initial public offering of the Company’s units (the “IPO”),
the Company will enter into a forward purchase agreement (the “Forward Purchase Agreement”) with General Electric
Pension Trust (“GEPT”), pursuant to which, (i) GEPT will have the right, in its discretion, to purchase up
to $50,000,000 of the Company’s units, consisting of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Class A Shares”), and [0.425] of one warrant, in a private placement to occur concurrently with the closing
(the “Business Combination Closing”) of the Business Combination and (ii) if GEPT purchases the maximum number
of units available to it under the Forward Purchase Agreement, the Company will issue to GEPT (the “GEPT Issuance”)
a number of Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Shares”), and
warrants to purchase Class A Shares at $11.50 per warrant (the “Private Placement Warrants”), as specified
in the Forward Purchase Agreement;
the Sponsor has determined that the transactions contemplated by the Forward Purchase Agreement are beneficial to the Company
and, in order to protect and make more valuable its Class B Shares and Private Placement Warrants by helping to facilitate a business
combination, the Sponsor has agreed to the forfeiture of a number of Class B Shares and Private Placement Warrants at the Business
Combination Closing on the terms set forth herein.
THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Forfeiture. The Sponsor hereby agrees that, to the extent that the conditions related to the GEPT Issuance as set forth in
the Forward Purchase Agreement have been satisfied, then at the Business Combination Closing and simultaneous with the GEPT Issuance,
the Sponsor shall surrender and forfeit for no consideration a number of Class B Shares and Private Placement Warrants (the “Sponsor
Forfeiture”) such that after the Sponsor Forfeiture and the GEPT Issuance, the Sponsor will own (i) a number of Class
B Shares equal to 87.5% of the aggregate number of Class B Shares outstanding as of immediately following the Business Combination
(after giving effect to the issuance of any Class B Shares as a result of anti-dilution rights or other adjustments and the number
of Class B Shares transferred, assigned, sold or forfeited in connection with the Business Combination) but excluding 115,000
Class B ordinary shares from such calculation, and (ii) a number of Private Placement Warrants equal to 87.5% of the aggregate
number of Private Placement Warrants outstanding as of immediately following the Business Combination (after giving effect to
any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the Business Combination).
Assurances. Subject to the terms and conditions of this Agreement, the Sponsor hereby unconditionally and irrevocably agrees
to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next business day, (c) five (5) business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications
sent to the Company or the Sponsor shall be sent to: 00 Xxx Xxxxx, 0xx Xxxxx, Xxx, XX 00000, Attn: Xxxxx Xxxxxx, email: email@example.com,
with a copy to the Company’s counsel at: Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Xxxxxxxxx X. Xxxxxx and Xxxxxx X. Xxx, email: firstname.lastname@example.org and email@example.com, fax: (000) 000-0000.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the Parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
No Party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning
or interpretation of this Agreement.
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.
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.
of Jury Trial. The Parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any Party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the Parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
||AUTHENTIC EQUITY ACQUISITION
||Chief Executive Officer|
||AUTHENTIC EQUITY SPONSOR LLC|
Page to Forfeiture Agreement]