Common use of Forfeiture of Founder Shares Clause in Contracts

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), each of the Sponsor agrees and the Members agree to forfeitautomatically surrender to the Company for no consideration, on a pro rata basis in accordance with the percentage of Founder Shares held by such party at the time of the expiration of such 45-day period, for cancellation at no cost, a an aggregate number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units Public Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The forfeiture surrender for no consideration will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares initial shareholders (as such term is defined in the Prospectus) will represent own an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock Capital Shares after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor and Members further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Public Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor and Members would have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock Capital Shares after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 3,750,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 937,500 multiplied by a fraction, (i) the numerator of which is 4,500,000 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,0003,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 937,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their its over-allotment option to purchase up to an additional 4,500,000 1,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 375,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0001,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.025.0% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 25.0% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Offering Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 1,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 375,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.025.0% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 750,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0003,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.025% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 25% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Offering Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.025% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do Underwriter does not exercise their its over-allotment option to purchase up to an additional 4,500,000 3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 750,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 3,000,000 minus the number of Units purchased by the Underwriters Underwriter upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0003,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters Underwriter so that the Founder Shares will represent an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrants (as defined below)any then outstanding warrants). The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 20% of the initial shareholders prior to Company’s issued and outstanding Ordinary Shares after the Public Offering at 20.0% of its issued and (not including Class A Ordinary Shares underlying any then outstanding Capital Shares upon the consummation of the Public Offeringwarrants). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrantsany then outstanding warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor undersigned agrees to forfeitautomatically surrender to the Company for no consideration, on a pro rata basis in accordance with the percentage of Founder Shares held by such party at the time of the expiration of such 45-day period, for cancellation at no cost, a an aggregate number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units Public Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The forfeiture surrender for no consideration will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares initial shareholders (as such term is defined in the Prospectus) will represent own an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock Capital Shares after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor undersigned further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Public Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor undersigned would have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock Capital Shares after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their its over-allotment option to purchase up to an additional 4,500,000 1,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 525,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0001,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.035.0% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 35.0% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Offering Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 1,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 525,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.035.0% of the Company’s issued and outstanding shares Offering Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 2,250,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 562,500 multiplied by a fraction, (i) the numerator of which is 4,500,000 2,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0002,250,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent represent, on an as-converted basis, an aggregate of 20.020% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares, on an as-converted basis, at 20% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 2,250,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 562,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal, on an as-converted basis, to an aggregate of 20.020% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 1,950,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 487,500 multiplied by a fraction, (i) the numerator of which is 4,500,000 1,950,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0001,950,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent represent, on an as-converted basis, an aggregate of 20.020% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares, on an as-converted basis, at 20% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 1,950,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 487,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal, on an as-converted basis, to an aggregate of 20.020% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 5,250,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 1,312,500 multiplied by a fraction, (i) the numerator of which is 4,500,000 5,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,0005,250,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders stockholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 5,250,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 1,312,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders stockholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 6,750,000 Units within 45 days from the date of the Prospectus Underwriting Agreement (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 1,687,500 multiplied by a fraction, (i) the numerator of which is 4,500,000 6,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, if any, and (ii) the denominator of which is 4,500,0006,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrants (as defined below)any then outstanding warrants). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 20% of the initial shareholders prior to Company’s issued and outstanding Ordinary Shares after the Public Offering at 20.0% of its issued and (not including Class A Ordinary Shares underlying any then outstanding Capital Shares upon the consummation of the Public Offeringwarrants). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 6,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 1,687,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrantsany then outstanding warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 6,000,000 Units within 45 days from the date of the Prospectus Underwriting Agreement (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 1,500,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 6,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, if any, and (ii) the denominator of which is 4,500,0006,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrants (as defined below)any then outstanding warrants). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares at 20% of the initial shareholders prior to Company’s issued and outstanding Ordinary Shares after the Public Offering at 20.0% of its issued and (not including Class A Ordinary Shares underlying any then outstanding Capital Shares upon the consummation of the Public Offeringwarrants). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 6,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 1,500,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal to an aggregate of 20.020% of the Company’s issued and outstanding shares of Class A Common Stock Ordinary Shares after the Public Offering (not including shares of Class A Common Stock Ordinary Shares underlying the Warrants or Private Placement Warrantsany then outstanding warrants).

Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 1,125,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 375,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 1,125,000 minus the number of Units purchased by the Underwriters upon the exercise of their its over-allotment option, if any, and (ii) the denominator of which is 4,500,0001,125,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent represent, on an as-converted basis, an aggregate of 20.0approximately 25% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below))Offering. The Sponsor Initial Shareholders further agrees agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units Class B Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership number of Founder Shares, on an as-converted basis, at 25% of the initial shareholders prior to the Public Offering at 20.0% of its Company’s issued and outstanding Capital Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 1,125,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 375,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders number of Founder Shares to hold be equal, on an as-converted basis, to an aggregate of 20.0approximately 25% of the Company’s issued and outstanding shares Ordinary Shares upon consummation of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants)Offering.