FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement (this Agreement) is entered into as of October 1, 2020, by and between Avanti Acquisition Corp., a Cayman Islands exempted company (the Company), and the party listed as the purchaser on the signature page hereof (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 has filed with the U.S. Securities and Exchange Commission (the SEC) registration statements on Form S-1 (the Registration Statements) for its initial public offering (IPO) of units (the Public Units) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the Class A Share(s) and the Class A Shares included in the Public Units, the Public Units), and one-half 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 Warrant(s));
WHEREAS, following the closing of the IPO (the IPO Closing), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Companys initial Business Combination (the Business Combination Closing), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, up to $100,000,000 of units, at a price of $10.00 per unit, each unit comprised of one Class A ordinary share, par value of $0.0001 per share (the Forward Purchase Shares); and one-half of one warrant to purchase one Class A ordinary share at an exercise price of $11.50, subject to adjustment (the Forward Purchase Warrants and together with the Forward Purchase Shares, the Forward Purchase Securities) on the terms and conditions set forth herein;
WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the Trust Account), as described in the Registration Statements; and
WHEREAS, the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination (the Available Cash), together with the proceeds from the sale of the Forward Purchase Units, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining amounts specified in the definitive agreement for the Business Combination (the Definitive Agreement) to be retained for use by the post-Business Combination company for working capital or other purposes (the Cash Requirements);
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) Subject to Section 1(a)(iii), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1) up to a maximum number of Forward Purchase Shares which is the quotient of (x) $100,000,000, and (y) $10.00 (the Number of Forward Purchase Shares), plus (2) the number of Forward Purchase Warrants which is the product of