FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement (this Agreement) is entered into as of [●], 2021, between Mason Industrial Technology, Inc., a Delaware corporation (the Company), and Mason Industrial Sponsor LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock 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 (the Registration Statement) for its initial public offering (IPO) of 40,000,000 units (or 46,000,000 units if the IPO over-allotment option (the IPO Option) is exercised in full) (the Public Units), at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Companys Class A common stock, par value $0.0001 per share (the Class A Shares, and the Class A Shares included in the Public Units, the Public Shares), 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 Warrants, and the Warrants included in the Public Units, the Public Warrants), and the Registration Statement has been declared effective;
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 concurrently with the closing of the Companys initial Business Combination (the Business Combination Closing), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, the number of units (the Forward Purchase Units) determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A Share (each, a Forward Purchase Share) and one-third of one warrant (each, a Forward Purchase Warrant), on the terms and conditions set forth herein (the Forward Purchase Shares, the Forward Purchase Warrants underlying the Forward Purcahse Units and the Class A Shares underlying the Forward Purchase Warrants, the Forward Purchase Securities);
WHEREAS, the Companys Class B common stock, par value $0.0001 per share (the Class B Shares), are convertible into Class A Shares on the terms and conditions set forth in the Companys certificate of incorporation, as it may be amended from time to time (the Charter);
WHEREAS, in connection with the IPO, the Purchaser will purchase an aggregate of 6,666,667 warrants (or 7,466,667 warrants if the IPO Option is exercised in full) at a price of $1.50 per warrant, in a private placement that will close simultaneously with the IPO Closing (the Private Placement Warrants), each Private Placement Warrant exercisable for one Class A Share at $11.50 per share;
WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the Trust Account), as described in the Registration Statement;
WHEREAS, 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); 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 Units.
(i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to a maximum of 8,000,000 Forward Purchase Units (the Maximum Units) for a purchase price of $10.00 per Forward Purchase Unit (the Forward Purchase Price), or up to a maximum of $80,000,000 in the aggregate. Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis.