Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement
(this “Agreement”) is entered into as of ________, 2021 between Gesher I Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and _______________, a ___________ (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (a “Business Combination”);


 


WHEREAS, the Company has confidentially
submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the
“Registration Statement”) for its initial public offering (“IPO”) of 10,000,000 units (or 11,500,000
units if the IPO over-allotment option is exercised in full) (the “Public Units”), at a price of $10.00 per Public
Unit, each Public Unit expected to be comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”, and the Ordinary Shares included in the Public Units, the “Public Shares”), and one-half of one
warrant, where each whole warrant is exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment
(the “Warrants”);


 


WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with
the IPO, the Company will undertake a private placement, that will close simultaneously with the IPO Closing, of Warrants (the “Private
Placement Warrants”);


 


WHEREAS, proceeds from the
IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into
a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement;


 


WHEREAS, concurrently with
the execution of this Agreement, the Purchaser is entering into a Subscription Agreement with Gesher I Sponsor LLC (the “Subscription
Agreement”) as consideration for this Agreement; and


 


WHEREAS, the parties wish
to enter into this Agreement, pursuant to which the Purchaser shall subscribe for an aggregate of up to 1,500,000 units of the Company
(the “Forward Purchase Units”), which Forward Purchase Units will be identical to the Public Units, for $10.00 per
unit (the “Forward Purchase Price”), or up to an aggregate of $15,000,000, immediately prior to, or simultaneously
with, the closing of the Company’s initial Business Combination (the “Business Combination Closing”), with each
Forward Purchase Unit being identical to the Public Units.


 




     


     


    

 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Units.


 


(i) The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company the Forward Purchase Units, in accordance
with clause 1(a)(ii), for $10.00 per Forward Purchase Unit. The exact number of Forward Purchase Units to be purchased by the Purchaser
will be determined by the Company, in its sole discretion, based on the capital needs of the Company in connection with the Business Combination;
provided that such number of Forward Purchase Units shall not exceed 1,500,000 Forward Purchase Units, and the total purchase price shall
not exceed an aggregate of $15,000,000.


 


(ii) The
Forward Purchase Units shall be issued and sold by the Company and purchased by the Purchaser as follows:


 


(A) At
least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive
Agreement”) for a Business Combination with a specific target business (a “Target”), written notice (the
“Transaction Notification”) shall be delivered by the Company to the Purchaser (such date of delivery, the “Notice
Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification shall set forth the material
terms and such other information as may be reasonably necessary for the Purchaser to evaluate the terms of such Business Combination,
including the number of Forward Purchase Units the Purchaser is being asked to purchase.


 


(B) The
Purchaser shall have until five (5) days after the Notice Date (such date five (5) days after the Notice Date, the “Notification
Deadline”) to deliver written notice to the Company, which written notice shall state either (i) it desires to purchase hereunder
the Forward Purchase Units set forth in the Transaction Notification (a “Purchase Notice”) or (ii) that it has decided
not to purchase the Forward Purchase Units for any reason (an “Excusal Notice”).


 


(C) If
the Purchaser fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchaser shall be excused
from its obligation to purchase the Forward Purchase Units in connection with a specific Business Combination. After the Notification
Deadline, the Company will no longer have any obligation to accept a Purchase Notice from the Purchaser or sell the Forward Purchase Units
to the Purchaser with respect to a Business Combination with such Target. Each Purchase Notice shall constitute an irrevocable undertaking
and agreement by the Purchaser to purchase the Forward Purchase Units at the Forward Closing (as defined below).


 




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(iii) If
the Purchaser delivers a Purchase Notice as set forth in Section 1(a)(ii), the Company shall require the Purchaser to purchase the Forward
Purchase Units by delivering notice to the Purchaser (the “Closing Notice”), at least two (2) Business Days before
and conditional on the Business Combination Closing, specifying the date of the Business Combination Closing, the aggregate Forward Purchase
Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units (the “Forward
Closing”) shall be on the same date and immediately prior to, or simultaneously with, the Business Combination Closing (such
date and time being referred to as the “Forward Closing Date”). At the Forward Closing, the Company will issue to the
Purchaser the Forward Purchase Units, each registered in the name of the Purchaser, and identical to the Public Units, against delivery
of the Forward Purchase Price in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the
Company in the Closing Notice.


 


(iv) The
Purchaser acknowledges and understands that in order to receive information possessed by the Company related to such Targets, the Purchaser
will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such
Targets restricting the use and disclosure of such information, and that, under certain circumstances, the Purchaser may come into possession
of material, nonpublic information regarding a publicly traded company, including the Company.


 


(v) The
Company shall, within one (1) Business Day following the entry into a Definitive Agreement, issue one or more press releases or file with
the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated by such Definitive Agreement, the
Business Combination and any other material, non-public information that the Company has provided to the Purchaser at any time prior to
such filing. The Company shall not publicly disclose the name of the Purchaser without the prior written consent of the Purchaser, except
to the extent (A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by
other laws, rules or regulations, at the request of the staff of the SEC or any regulatory agency or under the rules and regulations of
Nasdaq (or another national securities exchange), in which case the Company shall provide the Purchaser with prior written notice of such
required disclosure. The Purchaser will promptly provide any information reasonably requested by the Company for any regulatory application
or filing made or approval sought in connection with the transactions contemplated hereby (including filings with the SEC).


 


(vi) For
purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal
holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New
York, New York.


 




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(vii) Each
book entry for the Forward Purchase Units shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Units
shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY.”


 


2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note,
indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which
it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser,
in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement.


 




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(e) Purchase
Entirely for Own Account. The Purchaser hereby confirms, that the Forward Purchase Units to be acquired by the Purchaser will be acquired
for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of law. The Purchaser further represents that the Purchaser does
not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such
Person or to any third Person, with respect to any of the Forward Purchase Units. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the
terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the
Company’s management.


 


(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not been and will
not be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Units indefinitely unless they are registered with the SEC and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Forward Purchase Units, or any Ordinary Shares underlying such securities, for resale, except as
provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale,
the holding period for the Forward Purchase Units, and on requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has
confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Forward Purchase
Units and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able
to rely on the protection of Section 11 of the Securities Act.


 


(h) No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Units, and that the Company has
made no assurances that a public market will ever exist for the Forward Purchase Units.


 


(i) High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Units involves a high degree of risk
which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 




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(k) Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder), the Purchaser hereby represents that it has satisfied itself as to the
full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Forward Purchase Units or any use
of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Units, (ii) any
foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and
(iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of
the Forward Purchase Units. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase
Units will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(l) No
General Solicitation. To the Purchaser’s knowledge, neither the Purchaser, nor any of its officers, directors, employees, agents,
stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Units.


 


(m) Residence.
The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature
page hereof.


 


(n) Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public
information relating to the Company.


 


(o) Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(p) Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with EarlyBirdCapital, Inc. or, to its actual
knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.


 


(q) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section
2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim
any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3
of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or
any of the Company’s affiliates (collectively, the “Company Parties”).


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Organization
and Corporate Power. The Company is an exempted company duly formed and validly existing and in good standing under the laws of the
Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to
be conducted. As of the date hereof, the Company has no subsidiaries.


 




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(b) Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i) 100,000,000
Ordinary Shares, 3,075,000 of which are issued and outstanding; and


 


(ii) 1,000,000
preference shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(c) Authorization.
All corporate action required to be taken by the Company to authorize the Company to enter into this Agreement, and to issue the Forward
Purchase Units at the Forward Closing, has been taken or will be taken prior to the Forward Closing. All corporate action on the part
of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this
Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Units has been taken or will
be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited
by applicable federal or state securities laws.


 


(d) Valid
Issuance of Securities. The Forward Purchase Units, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar
rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions
on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed
by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described
in Section 3(e) below, the Forward Purchase Units will be issued in compliance with all applicable federal and state securities laws.


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to Regulation D of the Securities Act, applicable state securities laws, if any, and pursuant to the Registration
Rights.


 




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(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of the Company’s memorandum and articles of
association, as it may be amended from time to time (the “Charter”), or other governing documents of the Company, (ii)
of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture
or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which
the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the
Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the
transactions contemplated by this Agreement.


 


(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of its securities.


 


(h) No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly
or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection
with the offer and sale of the Forward Purchase Units.


 


(i) No
Disqualification Event. No disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (“Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Covered Person (as defined below), except for a Disqualification
Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable,
with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Person” means, with respect to the Company
as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1)
under the Securities Act.


 


(j) No
Foreign Corrupt Practices. Each of the Company and any of its directors and officers is not (i) a person or entity named on the List of
Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral
Sanctions Identification List, each of which is administered by U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
(ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established,
located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality
thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial
trade restrictions by the United States or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part
515.


 




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(k) SEC
Reports. As of their respective filing dates, all reports required to be filed by the Company with the SEC (the “SEC Reports”)
complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed,
or if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there
are no material outstanding or unresolved comments in comment letters received by the Company from the staff of the Division of Corporation
Finance of the SEC with respect to any of the SEC Reports.


 


(l) No
Anti-Money Laundering. (i) Each of the Company and any of its directors and officers has not engaged in any activity or conduct which
would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction
(including the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Company maintains systems, policies and procedures designed
to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental
or regulatory agency, authority or body or any arbitrator having jurisdiction over the Company, with respect to such laws, regulations
and rules is pending and, to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated.


 


(m) No
Litigation. There is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the
knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental entity
or arbitrator outstanding against the Company, except, in each case, for such matters as would not be reasonably expected to have, individually
or in the aggregate, a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(n) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section
3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business
Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser
Parties.


 




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4. Registration
Rights.


 


(a) Registration.
The Company shall (i) use commercially reasonable efforts to file within thirty (30) calendar days after the Business Combination Closing
(the “Filing Date”) a registration statement on Form S-1 (a “Forward Registration Statement”) covering
the resale of the Forward Purchase Units and underlying securities (collectively, the “Registrable Securities”); pursuant
to Rule 415 under the Securities Act; (ii) use commercially reasonable efforts to cause a Forward Registration Statement to be declared
effective under the Securities Act as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar
day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the
Business Combination Closing and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is
earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such
earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligation to include the Registrable
Securities in the Forward Registration Statement is contingent upon the Purchaser furnishing in writing to the Company such information
regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Registrable
Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Purchaser
shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling
stockholder in similar situations. The Company shall maintain each Forward Registration Statement in accordance with the terms hereof
(provided that the Company shall be entitled to postpone and suspend the effectiveness or use of the Forward Registration Statement during
any customary blackout or similar period or as permitted hereunder), and shall prepare and file with the SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep such Forward Registration Statement continuously effective, available
for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities
included on such Forward Registration Statement. The Company shall use its commercially reasonable efforts to convert the Forward Registration
Statement to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. For purposes of clarification, any failure
by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date
shall not otherwise relieve the Company of its obligations to file or effect the Forward Registration Statement as set forth in this Section
4.


 


(b) The
Company will use its commercially reasonable efforts to provide a draft of the Forward Registration Statement to the undersigned for review
(but not comment) at least two (2) business days in advance of filing the Forward Registration Statement; provided that, for the avoidance
of doubt, in no event shall the Company be required to delay or postpone the filing of the Forward Registration Statement as a result
of or in connection with the undersigned’s review. In no event shall the Purchaser be identified as a statutory underwriter in the
Forward Registration Statement unless required by the SEC or otherwise agreed to by the Purchaser in writing; provided, that if the SEC
requests that the Purchaser be identified as a statutory underwriter in the Forward Registration Statement, the Purchaser will have an
opportunity to withdraw from the Forward Registration Statement. Any failure by the Company to file or to effect the Forward Registration
Statement by the deadlines set out herein shall not otherwise relieve the Company of its obligations to file or effect the Forward Registration
Statement as set forth above in this Section 4. The Company shall, upon reasonable request, inform the Purchaser as to the status of the
registration effected by the Company pursuant to this Agreement.


 




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(c) Company
Obligations. In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Agreement,
the Company shall, upon reasonable request, inform the Purchaser as to the status of such registration, qualification, exemption and compliance.
At its expense the Company shall:


 


(i) except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Forward Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Company determines to obtain, continuously effective with respect to the Purchaser, and to keep the applicable Forward
Registration Statement or any subsequent shelf Forward Registration Statement free of any material misstatements or omissions, until the
earlier of the following: (i) the Purchaser ceases to hold any Registrable Securities or (ii) the date all Registrable Securities held
by the Purchaser may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current
public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) three years from the effective date of
the Forward Registration Statement;


 


(ii) advise
the Purchaser within five (5) Business Days:


 


(A) when
a Forward Registration Statement or any amendment thereto has been filed with
the SEC and when such Forward Registration Statement or any post-effective amendment thereto has become effective;


 


(B) of
any request by the SEC for amendments or supplements to any Forward Registration Statement or the prospectus included therein or for additional
information;


 


(C) of
the issuance by the SEC of any stop order suspending the effectiveness of any Forward Registration Statement or the initiation of any
proceedings for such purpose;


 


(D) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(E) (E)
subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Forward Registration
Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading.


 


(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending
the effectiveness of any Forward Registration Statement as soon as reasonably practicable;


 




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(iv) upon
the occurrence of any event contemplated above, except for such times as the Company is permitted hereunder to suspend, and has suspended,
the use of a prospectus forming part of a Forward Registration Statement, the Company shall use its commercially reasonable efforts to
as soon as reasonably practicable prepare a post-effective amendment to such Forward Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on
which the Ordinary Shares issued by the Company have been listed (each, an “Exchange”);


 


(vi) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated
hereby and to enable the Purchaser to sell the Registrable Securities under Rule 144.


 


(d) Legend
Removal. If the Forward Purchase Units are eligible to be sold without restriction
under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities
Act, then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in
Section 1(c)(v). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion
of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions
required by the transfer agent that authorize and direct the transfer agent to issue such Forward Purchase Units without any such legend.


 


(e) Certificates.
The Company shall cooperate with a Purchaser, at its request, to facilitate the timely preparation and delivery of physical certificates
representing the Forward Purchase Units and enable such certificates to be in such denominations or amounts, as the case may be, as the
Purchasers may reasonably request and registered in such names as the Purchasers may request. Any such physical certificates shall be
stamped or otherwise imprinted with a legend substantially in the form set forth in Section 1(c)(v).


 




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(f) Suspension
Events. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness
of the Forward Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement
or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the
advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information
that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration
Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel,
to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Company may not delay or suspend the Forward Registration Statement on more than two occasions
or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month
period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Forward
Registration Statement is effective or if as a result of a Suspension Event the Forward Registration Statement or related prospectus contains
any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Purchaser agrees
that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding,
for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus
(which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice
that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and
sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless
otherwise required by law or subpoena. If so directed by the Company, the Purchaser will deliver to the Company or, in the Purchaser’s
sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided,
however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i)
to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies
stored electronically on archival servers as a result of automatic data back-up.


 


(f) Opt-Out Notice. The Purchaser
may deliver written notice (including via email) (an “Opt-Out Notice”) to the Company requesting that the Purchaser not receive
notices from the Company otherwise required by this Section 4; provided, however, that the Purchaser may later revoke any such Opt-Out
Notice in writing. Following receipt of an Opt-Out Notice from the Purchaser (unless subsequently revoked), (i) the Company shall not
deliver any such notices to the Purchaser and the Purchaser shall no longer be entitled to the rights associated with any such notice
and (ii) each time prior to the Purchaser’s intended use of an effective Forward Registration Statement, the Purchaser will notify
the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 4) and the related suspension period remains in effect,
the Company will so notify the Purchaser, within one (1) Business Day of the Purchaser’s notification to the Company, by delivering
to the Purchaser a copy of such previous notice of Suspension Event, and thereafter will provide the Purchaser with the related notice
of the conclusion of such Suspension Event immediately upon its availability.


 




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(g) Indemnification.


 


(i) The
Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Purchaser (to the extent a seller
under the Forward Registration Statement), the officers, directors, agents, partners, members, managers, stockholders, affiliates, employees
and investment advisers of the Purchaser, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, stockholders, agents, affiliates, employees
and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (A)
any untrue or alleged untrue statement of a material fact contained in the Forward Registration Statement, any prospectus included in
the Forward Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, or (B) any violation or alleged violation by the Company of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this
Section 4, except to the extent, but only to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions
are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and
shall survive the transfer of the Registrable Securities by the Purchaser. The Company shall notify the Purchaser promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which the
Company is aware.


 


(ii) The
obligations of the Purchaser under this Agreement are several and not joint with the obligations of any seller named in the Forward Registration
Statement (the “Other Sellers”), and the Purchaser shall not be responsible in any way for the performance of the obligations
of any Other Seller under this Agreement. The Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents
and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, arising out of or that are based upon any untrue or alleged untrue statement of a material fact
contained in the Forward Registration Statement, any prospectus included in the Forward Registration Statement, or any form of prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only
to the extent that such untrue statements or omissions are based solely upon information regarding the Purchaser furnished in writing
to the Company by the Purchaser expressly for use therein. In no event shall the liability of the Purchaser be greater in amount than
the dollar amount of the net proceeds received by the Purchaser upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


 


(h) Transfer.
The rights, duties and obligations of the Purchaser under this Section 4 may be assigned or delegated by the Purchaser in conjunction
with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any transferee or assignee
pursuant to Section 9(f).


 




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5. Additional
Agreements and Acknowledgements of the Purchaser.


 


(a) Indication
of Interest. The Purchaser hereby indicates an interest in purchasing up to 9.9% of the Public Units offered in the IPO for a maximum
of $9,900,000. This indication of interest is not a binding agreement or commitment to purchase and the Purchaser may elect not to purchase
any Public Units in the IPO.


 


(b) Right
of First Refusal. The Company hereby grants the Purchaser, together with all other purchasers entering into similar Forward Purchase
Agreements with the Company as of the date hereof (“Other Purchasers”), a right of first refusal with respect to any
additional third-party equity financing required by the Company in connection with any Business Combination, excluding financings to the
Target, the equityholders of the Target or the initial shareholders of the Company or their affiliates (such financing, an “Additional
Financing”). The Company shall notify the Purchaser of the principal terms of any proposed Additional Financing and offer the
Purchaser the right to participate in such Additional Financing pro rata with all Other Purchasers. If the Purchaser chooses to accept,
the Purchaser shall have five (5) Business Days from the date of such notice to enter into a definitive subscription agreement providing
for such Additional Financing. In the event the Purchaser does not elect to purchase such equity securities, the Company shall be free
to sell such equity securities to one or more third-party purchasers on the terms contained in such notice. Notwithstanding anything to
the contrary herein, the Purchaser shall irrevocably waive such right of first refusal, and such right of first refusal shall no longer
be applicable, if the Purchaser delivers an Excusal Notice, or if the Purchaser fails to deliver a Purchase Notice prior to the Notification
Deadline.


 


(c) Trust
Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders
upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any
kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(d) Voting.
The Purchaser hereby agrees that if the Company seeks stockholder approval of the initial proposed Business Combination, then in connection
with such proposed Business Combination, the Purchaser shall vote any Ordinary Shares owned by it in favor of any proposed Business Combination.


 


6. Listing.
The Company will use commercially reasonable efforts to effect and maintain the listing of the Public Shares on the NASDAQ Capital Market
(or another national securities exchange).


 




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7. Conditions
for the Forward Closing.


 


(a) The
obligation of the Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the
fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchaser:


 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Units;


 


(ii) The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands company;


 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date
hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 


(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing;


 


(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in
effect, preventing the purchase by the Purchaser of the Forward Purchase Units;


 


(vi) No
amendment or modification of the terms of the Business Combination, in the form most recently provided by the Company prior to the execution
by the Purchaser of a Purchase Notice, shall have occurred that would reasonably be expected to materially and adversely affect the economic
benefits that the Purchaser would reasonably expect to receive under this Agreement without having received Purchaser’s prior written
consent (not to be unreasonably withheld, conditioned or delayed);


 


(vii) There
shall not have occurred any suspension of the Forward Purchase Units for sale or trading on the Exchange and, to the Company’s knowledge,
no proceedings for any such purpose shall have been initiated or threatened.


 




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(b) The
obligation of the Company to sell the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Units;


 


(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date
hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in
effect, preventing the purchase by the Purchaser of the Forward Purchase Units.


 


8. Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


(a) by
mutual written consent of the Company and the Purchaser;


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to March 31, 2022;


 


(ii) if
the Business Combination is not consummated within 18 months from the IPO Closing, unless extended in accordance with the Charter; or


 


(iii) if
the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency
law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed
by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days
after such appointment.


 


In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price, if previously paid, and all Purchaser’s funds paid in
connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and
have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees,
partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing
contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such
party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 




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9. General
Provisions.


 


(a) Notices.
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 (i) personal delivery to the party to be notified, (ii) 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, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (iv) 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 shall be sent to: Gesher I Acquisition Corp.,
Hagag Towers, North Tower, Floor 24, Haarba 28, Tel Aviv, Israel, Attention: Chief Executive Officer, Email: emg@varanacapital.com, with
a copy to the Company’s counsel at Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174, Attention:
David Miller, Email: dmiller@graubard.com.


 


All communications to the
Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such email address, facsimile
number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b) No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


 


(d) Entire
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 hereto in respect of its subject matter 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.


 


(e) Successors.
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.


 




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(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party. Notwithstanding the foregoing, this agreement and all of
the Purchaser’s rights and obligations may be transferred or assigned, at any time and from time to time, in whole or in part, to
one or more affiliates of the Purchaser; provided that any transfer prior to the Business Combination Closing shall require the prior
written consent of the Company, not to be unreasonably withheld.


 


(g) Counterparts.
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.


 


(h) Headings.
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.


 


(i) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any litigation 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.


 


(j) Jurisdiction.
The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and 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) 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.


 


(k) WAIVER
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.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company
and the Purchaser.


 




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(m) Severability.
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.


 


(n) Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent;
stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Units.


 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.


 


(p) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


(r) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential
and shall not publicly disclose the existence or terms of this Agreement.


 


[Signature page follows]


 




    20


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 	 
	 	By:	                                      
	 	Name:  	 
	 	Title:	 
	 	 	 
	 	Address for Notices:
	 	 	 
	 	COMPANY:
	 	 	 
	 	GESHER I ACQUISITION CORP. 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page


To


Forward Purchase Agreement


 


 


21