Fpa Forward Purchase Agreement

5.2. In the event of termination of this Agreement under this Section 5, any amount of the purchase price paid by a Buyer prior to such termination shall be immediately returned to that Buyer (without interest), and thereafter this Agreement shall immediately become null and void and have no effect, without any liability of any party and all rights and obligations of each party shall expire; provided, however, that nothing contained in this Section 5 relieves any liability or damage arising out of fraud or intentional breach by that party prior to the termination of any such representation, warranty, representation or agreement in this Agreement. 6.2.2. No conflict, consent or submission. The execution, delivery and performance of this Agreement by the Company and the completion by the Company of the transactions contemplated herein do not violate (a) the Company`s organizational documents, (b) the agreements, debentures or instruments to which the Company is a party, (c) any law, statute, rule or regulation to which the Company is subject, (c) any law, statute, rule or regulation to which the Company is subject; No. or (d) any agreement, order, evaluation or decision to which the Company is subject. Assuming the accuracy of the representations and warranties made by the other party and the purchasers in this Agreement, no governmental, administrative or other third party consent or approval by the Company in connection with the transactions contemplated in this Agreement is required, necessary or appropriate, except for the approvals and approvals of FINRA and the New York Stock Exchange, if need be. and filings under Regulation D of the Securities Act and applicable state laws, if any, and under the Registration Fees Agreement. Since the investor-buyer is on board early, he can adapt the development and remain involved throughout the development process.

From a price perspective, we usually see the same incentives as with a forward purchase. From an economic point of view, both parties should measure the impact of advance payment on their own returns; the developer-seller who benefits from a lack of initial financing of the project, but the investor-buyer must call the capital at an early stage without generating rental income. External financing agreements are also tailor-made for this type of transaction, as the parties agree (strictly) on the conditions that must be met during the construction phase. 2.2.3. Completion of the business combination. The business combination must be carried out essentially at the same time as the purchase of forward purchase securities. 1.2.1. As used herein, “Forward Purchase Securities” means the Forward Purchase Units (each, a “Forward Purchase Unit”) at a price of $10.00 per Forward Purchase Unit, each of which consists of one common share (one “Forward Purchase Share”) and one-sixth of a Redeemable Warrant (each of these Whole Warrants, a “Term Warrant”); provided that such number of forward purchase shares and forward warrants are adjusted in accordance with any conversion or exchange ratio applicable to the Company`s public shares and public warrants in connection with the Company`s first business combination. 1.4.1.

Upon delivery of an FPA Notice of Offer, the Company will provide the counterparty with appropriate documentation and information to assess whether to elect to purchase forward securities, including the material terms of the proposed business combination and any other information reasonably requested by the counterparty with respect to the proposed business combination. .