Exhibit 10.1


 


FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of [·],
2021, by and among Anzu Strategic Acquisition Corp I., a Delaware corporation (the “Company”), Anzu SPAC GP
I LLC, a Delaware limited liability company (the “Sponsor”), and ________________, a ________________ (the “Purchaser”).


 


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


 


WHEREAS, the Company filed
with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File
No. 333-252861) (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one share of Class A common stock
of the Company, par value $0.0001 per share (a “Class A Share”), and one-third of one redeemable warrant,
where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share. The Registration
Statement was declared effective by the SEC on March 1, 2021 and the IPO was completed on March 4, 2021 (the “IPO
Closing”);


 


WHEREAS, simultaneously with
the IPO Closing, the Company completed a private sale of 12,400,000 warrants (the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant to the Sponsor and, on April 14, 2021, simultaneously with the closing of the IPO
underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor, where each
Private Placement Warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share;


 


WHEREAS, the Company is seeking
to identify and consummate a Business Combination; and


 


WHEREAS, the parties wish
to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the
 “Business Combination Closing”), the Purchaser shall purchase, on a private placement basis, units (the “Forward
Purchase Securities”) comprised of one Class A Share issued and sold by the Company at a purchase price of $10.00 per
Forward Purchase Security and together with each Class A Share purchased from the Company the Sponsor shall transfer to the Purchaser
one-sixth of a Private Placement Warrant to purchase Class A Shares at an exercise price of $11.50 per whole Class A Share (the
 “Forward Purchase Warrants”) on the terms and conditions set forth herein and in the amounts and quantities
set forth hereto in Schedule A. The Forward Purchase Securities will be sold in tranches of six (6) Class A Shares and
one (1) Private Placement Warrant (i.e., no fractional shares will be exercisable or issuable); and


 






     


     


    

 


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:


 


1.             Sale
and Purchase.


 


(a)            Forward
Purchase Securities.


 


(i)            The
Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, on and subject to the terms
and conditions set forth herein, [·] Forward Purchase Securities (the “Purchaser Units”) at a purchase
price of $10.00 per Forward Purchase Security, for an aggregate purchase price of $[·] (the “FPS Purchase Price”).


 


(ii)            Each
Forward Purchase Warrant will be subject to the same terms as the Private Placement Warrants, and be subject to the terms and conditions
of the Warrant Agreement, dated March 1, 2021, entered into between the Company and American Stock Transfer & Trust Company,
as Warrant Agent, in connection with the IPO (the “Warrant Agreement”) which is attached hereto as Exhibit A,
and in the form of the warrant certificate attached as Exhibit A to the Warrant Agreement and contains the legend set forth on Exhibit B
to the Warrant Agreement.


 


(iii)           The
process by which the Purchaser Units are to be issued and sold by the Company and purchased by the Purchaser hereunder shall be as follows:


 


(1)            As
soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive
agreement for the Business Combination (the “Business Combination Agreement”), the Company shall provide the
Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase the Purchaser
Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery of the Initial Company Notice,
the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 8(g) hereof)
may reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee (and/or, if applicable,
the investment committee of its investment manager) (the “Investment Committee”) to consummate the purchase
of the Forward Purchase Securities hereunder, which approval shall be made or not made in the sole and absolute discretion of the Investment
Committee.


 


(2)            Within
five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Purchaser
Notice”) of the decision of its Investment Committee to accept or decline to purchase the Purchaser Units pursuant to this
Agreement, which notice of an affirmative decision by the Investment Committee shall constitute the binding obligation of the Purchaser
to purchase the Purchaser Units, subject to the terms and conditions of this Agreement. In the event the Investment Committee declines
to purchase the Purchaser Units or the Purchaser fails to deliver the Purchaser Notice, this Agreement shall be void and be of no force
or effect, and neither party shall have any liability for any actions or representations made prior to such time.


 


(3)            At
least two (2) Business Days before the Business Combination Closing, the Company shall provide the Purchaser with an updated notice
(the “Final Company Notice”) including:





 






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a.            the
anticipated date of the Business Combination Closing; and



 


b.            instructions
for wiring the FPS Purchase Price.


 


(iv)           In
the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed
pursuant to clause (iii) above in connection with such Business Combination Agreement shall be disregarded and the provisions
of clause (iii) above must be separately completed for each Business Combination Agreement entered into by the Company, unless
this Agreement is otherwise terminated pursuant to Section 8(c).


 


(v)            The
closing of the sale of Forward Purchase Securities (the “Forward Closing”) shall be held on the same date and
concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”).
At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the FPS Purchase Price
for the Purchaser Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the
Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date,
(i) the FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser,
(ii) upon such release, the Company shall issue the Forward Purchase Securities to the Purchaser in book-entry form, free and clear
of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name
of the Purchaser (or its nominee in accordance with its delivery instructions), and (iii) concurrently with such issuance by the
Company, the Sponsor shall, subject to the terms and conditions of the Warrant Agreement, transfer to the Purchaser, for no consideration,
an amount of the Private Placement Warrants then held by the Sponsor equal to the number of Forward Purchase Warrants issued to the Purchaser
(the “Transferred Warrants”). In the event the Business Combination Closing does not occur within five (5) Business
Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business
Day thereafter) return the FPS Purchase Price to the Purchaser by wire transfer of U.S. dollars in immediately available funds. 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.


 


(b)            Delivery
of Forward Purchase Securities and Forward Purchase Warrants.


 


(i)             The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the register
of stockholders of the Company and with the Company’s transfer agent by book entry on or promptly after (but in no event more than
two (2) Business Days after) the date of the Forward Closing.


 


(ii)            The
Company shall register the Purchaser as the owner of the Forward Purchase Warrants validly transferred by the Sponsor to the Purchaser
hereunder in the Warrant Agent’s books and records promptly after (but in no event more than two (2) Business Days after) the
date of the Forward Closing.


 






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(iii)           Each
register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and each certificate
(if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following
form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. 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.”


 


(c)            Legend
Removal. If the Forward Purchase Securities 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 of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s transfer
agent to remove the legend set forth in Section 1(b)(ii) hereof. 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 transfer such Forward Purchase Securities without any such legend; provided, however, that the Company will not be required
to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the legend could reasonably
be expected to result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.


 


(d)            Registration
Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit B
(the “Registration Rights”).


 


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
(if the concept of “good standing” is a recognized concept in such jurisdiction) 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 may be limited by applicable federal or state securities laws.


 






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(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 (other than a potential Hart-Scott-Rodino Antitrust Improvements
Act of 1976 filing) 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, if applicable, (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.


 


(e)            Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities 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, and that the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same, in each case, in violation of law. By executing this Agreement, 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 Securities. If the Purchaser was formed
for the specific purpose of acquiring the Forward Purchase Securities, each of its equity owners is an accredited investor as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act. 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 and sale of the Forward Purchase Securities with the Company’s management.


 






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(g)            Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and
will not be, registered under 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 Securities 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 Securities 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 Securities, or
any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant
to 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 Securities, and 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 filed the Registration Statement for
the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities hereunder is not, and is 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 with
respect to such offering of the Forward Purchase Securities.


 


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


 


(i)             No
Determination of Fairness. The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits
of the offering of the Forward Purchase Securities or made any findings or determination as to the fairness of this investment.


 


(j)             Accredited
Investor. The Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or
(8) under the Securities Act).


 


(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), 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 Securities or any use of this Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (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
Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will
not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(l)             No
General Solicitation. Neither the Purchaser, nor, to its knowledge, 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 Securities.


 


(m)           Residence.
The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth in Section 7(a)(ii) hereof.


 






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


 


(o)            Adequacy
of Financing. At the time of the Forward Closing, the Purchaser will have 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 any underwriter of the IPO or, to its actual
knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that participated in the
IPO.


 


(q)            Sanctions
Control. The Purchaser 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 the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC
Lists”), (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, (iv) a Designated National as defined in the Cuban Assets
Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank (collectively, a “Prohibited Investor”). The Purchaser represents that if it is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT
Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the
BSA/PATRIOT Act. The Purchaser also represents that, to the extent required, it maintains policies and procedures reasonably designed
to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists. The
Purchaser further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure
that the funds held by the Purchaser and used to purchase the Forward Purchase Securities were legally derived.


 


(r)             ERISA.
The Purchaser’s acquisition and holding of the Forward Purchase Securities will not constitute or result in a non-exempt prohibited
transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 






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(s)            ERISA
Plans. If the Purchaser is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in
section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of
ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, the Purchaser represents and warrants
that (i) to its knowledge, neither the Company, nor any of its respective affiliates that the Company has disclosed to the Purchaser
for purposes of determining compliance with this section (the “Transaction Parties”) has acted as the Plan’s
fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Forward Purchase Securities, and none
of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue
to hold or transfer the Forward Purchase Securities; (ii) the decision to invest in the Forward Purchase Securities has been made
at the recommendation or direction of an “independent fiduciary” (“Independent Fiduciary”)
within the meaning of US Code of Federal Regulations 29 C.F.R. section 2510.3 21(c), as amended from time to time (the “Fiduciary
Rule”) who is (A) independent of the Transaction Parties; (B) is capable of evaluating investment risks independently,
both in general and with respect to particular transactions and investment strategies (within the meaning of the Fiduciary Rule); (C) is
a fiduciary (under ERISA and/or section 4975 of the Code) with respect to the Purchaser’s investment in the Forward Purchase Securities
and is responsible for exercising independent judgment in evaluating the investment in the Forward Purchase Securities; and (D) is
aware of and acknowledges that (I) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give
advice in a fiduciary capacity, in connection with the purchaser’s or transferee’s investment in the Forward Purchase Securities,
and (II) the Transaction Parties have a financial interest in the purchaser’s investment in the Forward Purchase Securities
on account of the fees and other remuneration they expect to receive in connection with transactions contemplated hereunder.


 


(t)             Disqualification
and Related Parties. If the Purchaser will purchase 20% of the Company’s securities, the Purchaser represents that no disqualifying
event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”)
is applicable to the Purchaser or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable as of the date of the first purchase following
which more than 20% of the Company’s securities are owned by the Purchaser. The Purchaser hereby agrees that it shall notify the
Company promptly in writing in the event a Disqualification Event becomes applicable to the Purchaser or any of its Rule 506(d) Related
Parties following such time, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or
(d)(3) is applicable. For purposes of this Section 2(t), “Rule 506(d) Related Party”
shall mean a person or entity that is a beneficial owner of the Purchaser’s securities for purposes of Rule 506(d) under
the Securities Act.


 


(u)            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 the offering, sale and purchase
of the Forward Purchase Securities, 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 Parties.


 






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


 


(a)            Incorporation
and Corporate Power. The Company is duly incorporated and validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The
Company has no subsidiaries.


 


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


 


(i)             400,000,000
shares of Class A common stock, par value $0.0001 per share, 4,325,517 of which are issued and outstanding;


 


(ii)            40,000,000
shares of Class B common stock, par value $0.0001 per share, 12,075,000 of which are issued and outstanding; and all of the outstanding
Class B ordinary shares of the Company have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable laws; and


 


(iii)           1,000,000
shares of preferred stock, 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’s Board of Directors and stockholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the Forward Closing, as applicable, including
any stockholder approvals required for such issuance under the Nasdaq Listing Rules, which approvals, if any, will be obtained in connection
with the stockholder approval of the Business Combination. Except as a result of any required actions to 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 Forward Purchase Securities.


 


(i)             The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance with
the terms of the Forward Purchase Securities and this Agreement, will be validly issued, fully paid and nonassessable and free of all
preemptive or similar rights, 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 Securities will be issued in compliance with all applicable federal
and state securities laws.


 






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(ii)            No
Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)            Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties 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 sale of the Forward
Purchase Securities, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities laws, and pursuant
to the Registration Rights.


 


(f)             Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s Amended
and Restated Certificate of Incorporation, as they may be amended from time to time (the “Articles”) or the
Company’s Bylaws, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company
is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under
any lease, agreement, contract or purchase order to which the Company is a party or by which the Company 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)            Foreign
Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person
acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(h)            Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






    10


     


    

 


(i)             Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(j)             No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders 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 Securities.


 


(k)            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, the offering, sale and purchase
of the Forward Purchase Securities, 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 any of the Purchaser Parties.


 


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


 


(a)            Incorporation
and Corporate Power. The Sponsor is duly organized and validly existing and in good standing under the laws of the State of Delaware
and has all requisite organizational power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)            Ownership.
The Sponsor is the record and beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of, and have good title
to, all of the Private Placement Warrants there exist no liens or any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such Private Placement Warrants (other than transfer restrictions under the Securities Act
or other applicable securities laws)) affecting any such Private Placement Warrants, other than pursuant to (i) this Agreement, (ii) the
Company’s Articles and Bylaws, (iii) the Warrant Agreement, dated March 1, 2021, between the Company and American Stock
Transfer & Trust Company, as warrant agent, (iv) Letter Agreement, dated March 1, 2021, among the Company, the Sponsor
and the Company’s officers and directors, (v) Sponsor Warrant Purchase Agreement, dated March 1, 2021, between the Company
and the Sponsor or (vii) the Registration Rights Agreement, dated March 1, 2021, among the Company, the Sponsor and certain
other security holders named therein.


 






    11


     


    

 


(c)            Authorization.
The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will
constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor 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 may be limited by applicable federal or state securities laws.


 


(d)            Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties 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 Sponsor in connection with the consummation of the sale of the Forward
Purchase Securities and forfeiture of the Transferred Warrants, except for any filings pursuant to Regulation D of the Securities Act,
applicable state securities laws, and pursuant to the Registration Rights.


 


(e)            Compliance
with Other Instruments. The execution, delivery and performance by the Sponsor of this Agreement and the consummation by the Sponsor
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, if applicable, (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 Sponsor, 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.


 


(f)             No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 4 and in any certificate or agreement delivered pursuant hereto, the Sponsor has not made, makes or shall be deemed
to make any other express or implied representation or warranty with respect to the Sponsor, the offering, sale and purchase of the Forward
Purchase Securities, the Transferred Warrants, or a potential Business Combination, and the Sponsor disclaims 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 Sponsor specifically disclaims that it is relying upon any other representations
or warranties that may have been made by any of the Purchaser Parties.


 






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5.              Right
of First Offer. Subject to the terms and conditions of this Section 5, if, in connection
with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities,
or securities convertible into, exchangeable or exercisable for equity securities, other than Excluded Securities (as defined below) (“New
Equity Securities”), the Company shall first make an offer to the Purchaser to purchase up to $[·]1
of the New Equity Securities in accordance with the following provisions of this Section 5:


 


(a)            Offer
Notice.


 


(i)             The
Company shall give written notice (the “Offering Notice”) to the Purchaser stating its bona fide intention to
offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the
price, pursuant to which the Company proposes to offer the New Equity Securities.


 


(ii)            The
Offering Notice shall constitute the Company’s offer to sell up to $[·] of the New Equity Securities to the Purchaser on
the terms set forth in the Offering Notice, which offer shall be irrevocable for a period of five (5) Business Days (the “ROFO
Notice Period”).


 


(b)            Exercise
of Right of First Offer.


 


(i)             Upon
receipt of the Offering Notice, the Purchaser shall have, until the end of the ROFO Notice Period, the right (but not obligation) to offer
to purchase all or a portion of the $[·] of the New Equity Securities by delivering a written notice (a “ROFO Offer
Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering
Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser.


 


(ii)            If
the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of
the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5,
and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s $[·] portion of such
New Equity Securities to any third party without any further obligation to the Purchaser pursuant to this Section 5 within
the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms
and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter
into an agreement to sell the Purchaser’s $[·] portion of the New Equity Securities within such period, the rights provided
hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered
to the Purchaser in accordance with this Section 5.


 


(c)            Excluded
Securities. For purposes hereof, the term “Excluded Securities” means the warrants issued upon the conversion of
working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with
an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants having
the same terms as the Private Placement Warrants at a price of $1.00 per warrant), any securities issued by the Company as consideration
to any seller in the Business Combination, any securities issued by the Company pursuant to forward purchase agreements entered into on
or after the date of this Agreement, other than forward purchase agreements entered into in connection with a specific Business Combination
and any securities issued in connection with commercial agreements.


 





 



1 ROFO entitlement will not exceed the amount of the Forward
Purchase price.


 






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6.              Additional
Agreements, Acknowledgements and Waivers.


 


(a)            Trust
Account. The Purchaser and the Sponsor, each for itself and its affiliates, hereby irrevocably waives any and all right, title, interest,
causes of action and claims of any kind or nature whatsoever (each, a “Claim”) in or to, and any and all right
to seek payment of any amounts out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s IPO were deposited (the “Trust Account”), and
hereby irrevocably waives any Claim the Purchaser presently has or may have in the future as a result of, or arising out of, this Agreement,
except for redemption and liquidation rights, if any, such parties may have in respect of any Class A Shares issued in the IPO, the
public shares, held by it, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets
in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account
or any monies or other assets in the Trust Account for any reason whatsoever. Nothing herein shall limit the Purchaser’s or the
Sponsor’s ability to pursue any claim seeking as its remedy the Company Parties’ non-Trust Account assets or funds, and nothing
herein shall waive or impact any claims that such parties may have in the future against the Company Parties’ assets or funds that
are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased
or acquired with any such funds). This Section 6(a) shall survive the termination of this Agreement for any reason.


 


(b)            No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding
with it, will engage in any Short Sales with respect to the Units or any other securities of the Company prior to the Business Combination
Closing. For purposes of this Section 6(b), “Short Sales” shall include, without limitation, all
 “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary
course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(c)            Voting.
The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of any proposed Business Combination.
If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor of a Proposed Business Combination, the
Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further action by the Purchaser
a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be
coupled with an interest.


 






    14


     


    

 


(d)            Public
Listing. The Company will use commercially reasonable efforts to maintain the listing of the Class A Shares on the Nasdaq (or
another national securities exchange).


 


(e)            Lock
Up.


 


(i)             During
the period commencing on the date of this Agreement until thirty (30) days after the completion of a Business Combination, the Purchaser
(or any applicable Transferee pursuant to Section 9(g) hereof) shall not, without the prior written consent of the Company
in accordance with this Agreement, Transfer (as defined below) the Forward Purchase Securities.


 


(ii)            During
the period commencing from the date of the decision of the Investment Committee to purchase the Purchaser Units as stipulated in the Purchaser
Notice, if applicable, and ending thirty (30) days after the later of (i) the completion of a Business Combination, or (ii) such
date that the Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser (or any
applicable Transferee pursuant to Section 9(g) hereof) shall not, without the prior written consent of the Company in
accordance with this Agreement, Transfer (as defined below), any Units, shares of stock, warrants or any securities convertible into,
or exercisable, or exchangeable for, Class A Shares now owned or hereafter acquired; provided, however, that so as
long as, to the extent any Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, reporting obligation is triggered as a result of such permitted
transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The provisions of this
paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has
agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer.


 


(iii)           For
the purposes of this Agreement, “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 with respect to any security, (b) entry into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b).


 


(f)            Transfer
Period. The Purchaser (or any applicable Transferee pursuant to Section 9(g) hereof) agrees that it, he or she shall
not Transfer any Purchaser Units delivered to the Purchaser pursuant to this Agreement (or shares of Class A Shares issued or issuable
upon the exercise of the Forward Purchase Warrants) until thirty (30) days after the completion of a Business Combination, subject to
compliance with applicable securities laws thereafter.


 






    15


     


    

 


7.              Forward
Closing Conditions.


 


(a)            The
obligation of the Purchaser to purchase the Forward Purchase Securities 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 Securities;


 


(ii)            The
terms of the Business Combination Agreement provided to Purchaser and the conditions to the closing of the Business Combination shall
not have been amended or waived in any manner that would reasonably be expected to materially and adversely affect the economic benefits
that Purchaser would reasonably expect to receive;


 


(iii)           The
Purchaser and any applicable Transferee shall have delivered notice of the approval of its respective Investment Committee to consummate
the purchase of the Forward Purchase Securities to the Company (which approval shall be given or not given in such Investment Committee’s
sole and absolute discretion);


 


(iv)           The
Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation, as
of a date within ten (10) Business Days of the Business Combination Closing;


 


(v)            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, 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; 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;


 


(vi)           The
representations and warranties of the Sponsor set forth in Section 4 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, 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;


 


(vii)          The
Sponsor shall transfer the Transferred Warrants concurrently with the Forward Closing; and


 






    16


     


    





 


(viii)        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 Securities or preventing the consummation of the Business Combination.


 


(b)           The
obligation of the Company to sell the Forward Purchase Securities 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 Securities;


 


(ii)           The
Company shall have obtained stockholder approval, if required by the rules of the Nasdaq stock exchange, to consummate the sale of
the Forward Purchase Securities;


 


(iii)          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, 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;


 


(iv)          the
representations and warranties of the Sponsor set forth in Section 4 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, 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;


 


(v)           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;


 


(vi)          The
Sponsor shall transfer the Transferred Warrants concurrently with the Forward Closing; and


 


(vii)         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 Securities.


 






    17


     


    

 


(c)           The
obligation of the Sponsor to transfer the Transferred Warrants 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 Sponsor:


 


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


 


(ii)           The
Purchaser shall have paid the FPS Purchase Price to the Company;


 


(iii)          The
Company shall have obtained stockholder approval, if required by the rules of the Nasdaq stock exchange, to consummate the sale of
the Forward Purchase Securities;


 


(iv)          The
Purchaser and any applicable Transferee shall have obtained the approval of its respective Investment Committee to consummate the purchase
of the Forward Purchase Securities;


 


(v)           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, 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;


 


(vi)          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, 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; 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; and


 


(vii)         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 Securities.


 


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;


 






    18


     


    

 


(b)           automatically,
if a Business Combination is not consummated within twenty four (24) months from the IPO Closing, or such later date as may be approved
by the Company’s shareholders in accordance with the Articles; or


 


(c)           by
either party with written notice to the other party, following a decision of the Purchaser’s Investment Committee not to purchase
the Purchaser Units in the Purchaser Notice, regardless of whether a Business Combination or the definitive agreement contemplated thereby
is consummated or abandoned.


 


In the event of any termination
of this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously paid, and
all Purchaser’s funds paid in connection herewith shall be returned to the Purchaser as promptly as practicable and in any event
within two (2) days following such termination in accordance with written instructions provided by the Purchaser to the Company,
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 shareholders 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. Section 6(a) shall survive termination of this Agreement for any
reason.


 


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 (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt.


 


(i)            All
communications sent to the Company shall be sent to:


 


Anzu Special Acquisition Corp I

12610 Race Track Road, Suite 250





Tampa,
FL 33626

Attention: Dr. Whitney Haring-Smith, Chief Executive Officer

Email: whs@anzupartners.com


 


With a copy, which shall not constitute notice, to


 


Morrison & Foerster LLP


250 West 55th Street


New York, NY 10019-9601


Attention: Mitchell Presser; David Slotkin


Email:
mpresser@mofo.com; DSlotkin@mofo.com


 




or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this
Section 9(a).


 






    19


     


    

 


(ii)           All
communications to the Purchaser shall be sent to shall be sent to:


 


[Purchaser]

[Address]

[Address]

Attention:

Email:


 


or to such e-mail address, facsimile
number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(iii)          All
communications sent to the Sponsor shall be sent to:


 


ANZU SPAC GP I LLC

12610 Race Track Road, Suite 250


Tampa,
FL 33626

Attention: Dr. Whitney Haring-Smith, Managing Member

Email: whs@anzupartners.com


 


With a copy, which shall not constitute notice, to


 


Morrison & Foerster LLP


250 West 55th Street


New York, NY 10019-9601


Attention: Mitchell Presser; David Slotkin


Email:
mpresser@mofo.com; DSlotkin@mofo.com


 


or to such e-mail 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. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who
assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, 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 is 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.


 






    20


     


    

 


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


 


(d)           Non-Reliance
and Exculpation. Without limiting any other provision in this Agreement or any provision in any other document, the Purchaser acknowledges
that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation
(including, without limitation, the Agents, any of their respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of the Company
expressly contained in Section 3 of this Agreement or in any other transaction document, in making its investment or decision
to invest in the Company. Without limiting any other provision in this Agreement, the Purchaser acknowledges and agrees that none of any
affiliates, or any control persons, sponsors, officers, directors, employees, partners, agents or representatives of any of the Company
shall be liable to the Purchaser pursuant to this Agreement related to the private placement of the Forward Purchase Securities, the negotiation
hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore
or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Forward Purchase Securities.


 


(e)           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 the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


(f)            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.


 


(g)           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 consent of the other party. The Purchaser may not assign, transfer or otherwise delegate
all or a portion of its rights and obligations to purchase the Forward Purchase Securities without the Company’s prior written consent
in its sole and absolute discretion (including to the Purchaser’s affiliates, in which case such consent will not be unreasonably
withheld); provided, however, that, such transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement and makes the representations and warranties applicable to Purchaser hereto in Section 2,
and provided further, that no such assignment or delegation shall relieve the Purchaser of its obligations hereunder and the Company
shall be entitled to pursue all rights and remedies against the Purchaser subject to the terms and conditions hereof.


 






    21


     


    

 


(h)           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.


 


(i)            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.


 


(j)            Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(k)           Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Southern
District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree
not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the United States District
Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court.


 


(l)            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.


 


(m)          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.


 


(n)           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.


 






    22


     


    

 


(o)           Expenses.
Each of the Company and the Purchaser will be responsible for payment of 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 of The Depository Trust Company’s fees associated with the issuance and resale of the Forward Purchase
Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(p)           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.


 


(q)           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.


 


(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.


 


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


 






    23


     


    

 


(t)            Publicity.
All press releases or other public communications relating to the transactions contemplated hereby between the Company and the Purchaser,
and the method of the release for publication thereof, shall be subject to the prior approval of (i) the Company, and (ii) to
the extent such press release or public communication references the Purchaser or its affiliates or investment advisers by name, the Purchaser;
provided, that neither the Company nor the Purchaser shall be required to obtain consent pursuant to this Section 9(t) to
the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without
breach of the obligation under this Section 9(t). The restriction in this Section 9(t) shall not apply to
the extent the public announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided,
that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as
to its form, content and timing.


 


[Signature Page Follows]


 






    24


     


    

 


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


 


PURCHASER:


 


[Purchaser]


 


	By:	 	 







Name:


Title:


 


COMPANY:


 


Anzu Special Acquisition
Corp I


 


	By:	 	 







	Name:	Whitney Haring-Smith	 
	Title:	Chief Executive Officer	 




 


Sponsor:


 


Anzu SPAC GP I LLC


 


	By:	 	 







	Name:	Whitney Haring-Smith	 
	Title:	Managing Member	 




 


[Signature Page to Forward Purchase Agreement]


 






    


     


    

 


Exhibit A


 


Warrant Agreement








 






    A-1


     


    

 


Exhibit B


 


Registration Rights


 


1.            The
Company agrees that, within thirty (30) calendar days after the consummation of the Business Combination (the “Filing
Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering
the resale of the Forward Purchase Securities (the “Registration Statement”), and the Company shall use its
commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof,
but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review”
the Registration Statement) following the Filing Date 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 Forward Purchase Securities in the Registration Statement are 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 Forward Purchase Securities as shall be reasonably requested by the Company to effect the registration
of the Forward Purchase 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, including providing that the Company shall be
entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period
or as permitted hereunder, provided that the Purchaser shall not in connection with the foregoing be required to execute any lock-up or
similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Forward Purchase Securities. 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 Registration Statement
as set forth above in this Section 1. The Company will provide a draft of the Registration Statement to the Purchaser
for review at least two (2) business days in advance of filing the Registration Statement and will consider in good faith all reasonable
comments provided by the Purchaser for inclusion therein. In no event shall the Purchaser be identified as a statutory underwriter in
the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Purchaser be identified
as a statutory underwriter in the Registration Statement, the Purchaser will have the opportunity to withdraw from the Registration Statement.
Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Class A Shares proposed to be registered
under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Class A
Shares by the Purchaser and the other selling stockholders named therein or otherwise, such Registration Statement shall register for
resale such number of Class A Shares which is equal to the maximum number of Class A Shares as is permitted by the SEC. In such
event, the number of Class A Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced
pro rata among all such selling stockholders. In the event the SEC informs the Company that all of such Class A Shares cannot, as
a result of the application of Rule 415 of the Securities Act, be registered for resale on the Registration Statement, the Company
agrees to promptly inform the Purchaser thereof and use its commercially reasonable efforts to file amendments to the Registration Statement
as required by the SEC, covering the maximum number of Class A Shares permitted to be registered by the SEC, on Form S-1 or
such other form available to register for resale such shares as a secondary offering.


 


2.            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:


 


		a.	except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a 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 Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following:
(i) the Purchaser ceases to hold any Forward Purchase Securities or (ii) the date all Forward Purchase Securities held by the
Purchaser are 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), as applicable, and (iii) three (3) years from the
effective date of the Registration Statement.



 






    B-1


     


    

 


		b.	advise the Purchaser within five (5) business days:



 


		i.	when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective
amendment thereto has become effective;



 


		ii.	after it shall receive notice or obtain knowledge thereof, of any request by the SEC for amendments or supplements to any Registration
Statement or the prospectus included therein or for additional information with respect to the Purchaser;



 


		iii.	of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for such purpose;



 


		iv.	of the receipt by the Company of any notification with respect to the suspension of the qualification of the Forward Purchase Securities
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and



 


		v.	subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any 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.



 


Notwithstanding anything to the
contrary set forth herein, the Company shall not, when so advising the Purchaser of such events described in this Section 2(b),
provide the Purchaser with any material, nonpublic information regarding the Company other than to the extent that providing notice to
the Purchaser of the occurrence of the events listed in (1) through (5) above may constitute material, nonpublic information
regarding the Company;


 


		c.	use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;



 


		d.	upon the occurrence of any event contemplated in Section 2(b)(v), except for such times as the Company is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Forward Purchase
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;



 


		e.	use its commercially reasonable efforts to cause all Forward Purchase Securities to be listed on each securities exchange or market,
if any, on which the Class A Shares issued by the Company have been listed;



 


		f.	use its commercially reasonable efforts (i) to take all other steps necessary to effect the registration of the Forward Purchase
Securities contemplated hereby and (ii) to file all reports and other materials required to be filed by the Exchange Act so long
as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144 to enable the Purchaser to sell the Forward Purchase Securities under Rule 144 for so long as the Purchaser
holds Forward Purchase Securities; and



 






    B-2


     


    

 


		g.	upon the Purchaser’s request, deliver all the necessary documentation to cause the Company’s transfer agent to remove
the legend set forth in Section 1(b)(ii) of the Agreement, as promptly as practicable and no later than two (2) business
days after such request, when the Forward Purchase Securities are sold pursuant to Rule 144 under the Securities Act or the Registration
Statement or may be sold without restriction under Rule 144. 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 Securities without any such legend. If restrictive legends are no longer required for the Forward Purchase Securities
pursuant to the foregoing, the Company shall, reasonably promptly following any request therefor from the Purchaser accompanied by such
customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are
no longer required, deliver to the transfer agent irrevocable instructions that the transfer agent shall make a new, unlegended entry
for the Forward Purchase Securities.



 


3.            Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement,
and from time to time to require the Purchaser not to sell under the Registration Statement or to suspend the effectiveness thereof, if
the Company determines that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto
would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under
the Exchange Act, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or its
subsidiaries or would require additional disclosure by the Company in the Registration Statement of material information that the Company
has a bona fide business purpose for keeping confidential (each such circumstance, a “Suspension Event”); provided, however,
that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive
calendar days, or more than one hundred and twenty (120) 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 Registration Statement is effective
or if as a result of a Suspension Event the 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 it will immediately discontinue offers
and sales of the Forward Purchase Securities under the 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; provided, for the
avoidance of doubt, that the Company shall not include any material non-public information in any such written notice. 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 Forward Purchase Securities in the Purchaser’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Forward Purchase 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.


 


4.            the
Purchaser may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Purchaser
not receive notices from the Company otherwise required herein; 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 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.


 


5.            For
purposes of this Exhibit B, “Forward Purchase Securities” shall mean, as of any date of determination,
the Forward Purchase Securities purchased by the Purchaser pursuant to this Agreement and any other equity security issued or issuable
with respect to such Forward Purchase Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement
or similar event, and the “Purchaser” shall include any person to whom the rights under this Exhibit B shall
have been duly assigned.


 






    B-3


     


    

 


6.            Company
shall indemnify the Purchaser (to the extent a seller under the Registration Statement), notwithstanding any termination of this Agreement,
its officers, directors, partners, members, managers, employees, stockholders, advisers and agents, and each person who controls the Purchaser
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and officers, directors, partners,
members, managers, employees, stockholders, advisers and agents 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 reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, to the extent such Losses arise out of or are based upon (i) any
untrue or alleged untrue statement of a material fact contained in the Registration Statement (or incorporated by reference therein),
any prospectus included in the Registration Statement or any form of prospectus or in any amendment thereof 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, except to the extent, that such untrue statements or alleged
untrue statements or omissions or alleged omissions, are based upon information regarding the Purchaser furnished in writing to Company
by the Purchaser expressly for use therein or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange
Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under
this Exhibit B; provided, that the indemnification contained in this Exhibit B shall not apply
to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Company (which consent shall not
be unreasonably withheld, conditioned or delayed).


 


7.            the
Purchaser shall, severally and not jointly with any Other the Purchaser, indemnify and hold harmless the Company, its directors, officers,
agents and employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent such
Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement,
any prospectus included in the 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 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 alleged untrue statements, or omissions, or alleged omissions, are based upon information regarding the Purchaser furnished in writing
to the Company by the Purchaser expressly for use therein; provided that (i) the liability of the Purchaser shall be several and
not joint with any other investor and (ii) in no event shall the liability of the Purchaser exceed the net proceeds received by the
Purchaser upon the sale of the Forward Purchase Securities giving rise to such indemnification obligation. The Purchaser shall notify
the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated
by this Exhibit B of which the Purchaser is aware.


 


8.            If
the indemnification provided under this Exhibit B from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result
of the losses or other liabilities referred to above shall be subject to the limitations set forth in this Exhibit B and deemed
to include any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Exhibit B from any person who was not guilty of such fraudulent misrepresentation. Each
indemnifying party’s obligation to make a contribution pursuant to this Section 8 shall be individual, not
joint and several, and in no event shall the liability of the Purchaser hereunder exceed the net proceeds received by the Purchaser upon
the sale of the Forward Purchase Securities giving rise to such indemnification obligation.


 






    B-4


     


    

 


Schedule A


 


	Purchaser	FPS Purchase

                                                                                Price
	Forward Purchase

                                                                                Securities
	Forward Purchase

                                                                                Warrants
	
    Class A Shares

    to be Purchased

	[Purchaser]	$[·]	[·] Units	Warrants to purchase [·] Class A Shares	[·]