PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of , 2021 (as it may from time to time be amended, this Agreement), is entered into by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the Company), and Fortress Capital Acquisition Sponsor LLC, a Delaware limited liability company (the Purchaser).
The Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a Share), and one-fifth of one redeemable warrant as set forth in the Companys registration statement on Form S-1, filed with the Securities and Exchange Commission (the SEC), File Number 333-251651 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act);
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and
The Purchaser has agreed to purchase an aggregate of 6,000,000 redeemable warrants (or up to 6,600,000 redeemable warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each whole Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Companys wiring instructions; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day