WHEREAS, in connection with the Adjusted IPO, the underwriter was granted an option to purchase up to an additional 900,000 units to cover over-allotments, if any. On October 7, 2022, the underwriter exercised its over-allotment option in part (the “Partial Over-Allotment”), and on October 11, 2022, the underwriter purchased 319,000 over-allotment units (the “Over-Allotment Units”) at an offering price of $10.00 per Over-Allotment Unit. Following the purchase of the Over-Allotment Unites, the underwriter informed the Company and the Subscriber that it will not exercise the remaining over-allotment option.
WHEREAS, further to the Partial Over-Allotment, the Subscriber desires to forfeit one hundred forty-five thousand two hundred fifty (145,250) Shares, resulting in an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares outstanding;
WHEREAS, as a result of such forfeiture, the per-Share purchase price will increase from approximately $0.015 per Share to approximately $0.016 per Share;
AND WHEREAS, the Subscriber desires to provide an irrevocable notice of forfeiture of certain Shares to the Company;
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Forfeiture by Subscriber.
(a) In connection with and effective as of the date hereof, the Subscriber hereby agrees that one hundred forty-five thousand two hundred fifty (145,250) Shares shall be automatically forfeited (collectively, the “Subscriber Forfeiture Shares”), resulting in the Subscriber an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares.
(b) The Subscriber Forfeiture Shares forfeited pursuant to this Section 1 shall be cancelled for no consideration and any certificates representing such Subscriber Forfeiture Shares so forfeited shall be cancelled; provided, that to the extent any such certificate represents Shares in addition to any Subscriber Forfeiture Shares, which Shares are not forfeited pursuant to the terms hereof, the Company shall reissue such certificate with respect to the Shares not so forfeited.
2. Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that:
(a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;
(b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and
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