Exhibit 10.5


 


UNIT SUBSCRIPTION AGREEMENT


 


This
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd
day of November 2021, by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Cantor Fitzgerald & Co. (the “Subscriber”).


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 150,000 units (the “Units”)
of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”) and one-half of one warrant, each whole warrant exercisable to purchase one Ordinary Share (“Warrant”),
for a purchase price of $10.00 per Unit. The Ordinary Shares underlying the Warrants are hereinafter referred to as the “Warrant
Shares”. The Ordinary Shares underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units,
Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Each whole Placement Warrant is exercisable to purchase one Ordinary Share at an exercise price of $11.50 during the period commencing
on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the
 “IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination (the “Business
Combination”), as such term is defined in the registration statement in connection with the IPO, as amended at the time it becomes
effective (the “Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business
Combination (provided that, so long as the Placement Warrants are held by the Subscriber or its designees, the Subscriber or its designees
will not be permitted to exercise such Placement Warrants after the five year anniversary of the effective date of the Registration Statement);
and


 


WHEREAS, the Subscriber wishes
to purchase an aggregate of 150,000 Units, and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement
to Subscribe


 


1.1. Purchase
and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from
the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration
of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber
the certificates representing the Units purchased or effect such delivery in book-entry form.


 


1.2. Purchase
Price. As payment in full for the Initial Units being purchased under this Agreement, the Subscriber shall pay $1,500,000 (the “Purchase
Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the Company or to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to
the Closing Date.


 


1.3. Closing.
The closing of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of Reed Smith LLP, 599 Lexington Avenue,
New York, New York, 10022, or such other place as may be agreed upon by the parties hereto.


 


1.4 Conditions
to Closing. The obligation of the Subscriber to purchase and pay for the Units as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 5 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and
the Subscriber, as representative of the underwriters named therein (the “Underwriting Agreement”).








 






     


     


    

 


1.5 Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior
to December 31, 2021.


 


		2.	Representations and Warranties of Subscriber



 


Subscriber represents and warrants to the Company that:


 


2.1. No
Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Offering of the Securities.


 


2.2. Accredited
Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3. Intent.
Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or
benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof.


 


2.4. Restrictions
on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the
United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the
future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged
or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any
other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities
are subject to transfer restrictions as described in Section 7 hereof. Subscriber agrees that if any transfer of its Securities or
any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption
from registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the
Securities until the one year anniversary following consummation of the initial Business Combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


		2.5.	Sophisticated Investor.



 


(i) Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber
is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the
Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available and (b) Subscriber has waived
its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer
a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the
Securities for an indefinite period of time.








 






     


     


    

 


2.6. Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7. Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance
with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.


 


2.8. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement
or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or
any agreement, order, judgment or decree to which Subscriber is subject.


 


2.9. No
Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on its counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.10. Reliance
on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance on exemptions
from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and
that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.11. No
General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general
advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect
to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.12. Legend.
Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


		3.	Representations, Warranties and Covenants of the Company



 


The Company represents and warrants to, and agrees with,
Subscriber that:


 


3.1. Valid
Issuance of Ordinary Shares. The total number of shares of all classes which the Company has authority to issue is 200,000,000 Ordinary
Shares, 20,000,000 Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”),
and 1,000,000 preference shares, $0.0001 par value per share (“Preference Shares”). As of the date hereof, the Company
has issued and outstanding 11,983,333 Class B Ordinary Shares (of which up to 1,530,000 Class B Ordinary Shares are subject
to forfeiture as described in the Registration Statement), no Ordinary Shares and no Preference Shares. All of the issued ordinary shares
of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into
between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of the
Units, Placement Shares, Placement Warrants and Warrant Shares (after issuance) will be duly and validly issued, fully paid and
non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have or
receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of
any kind, other than (i) transfer restrictions hereunder and (ii) transfer restrictions under federal and state securities
laws.


 






     


     


    

 


3.3. Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman
Islands and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all
necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or shareholders is
required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy.


 


3.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any
SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or Warrant
Shares in accordance with the terms hereof.


 


3.6. Additional
Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated
herein.


 


		4.	Legends



 


4.1. Legend.
The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber
in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN SEMPER PARATUS ACQUISITION CORPORATION
AND CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”








 






     


     


    

 


4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements to comply with all
applicable securities laws upon resale of the Securities.


 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment
of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith.


 


4.4 Registration Rights. The
Subscriber will be entitled to certain registration rights which will be governed by a registration and shareholder rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date
of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and “piggyback”
registration rights after five (5) and seven (7) years, respectively, after the effective date of the Registration Statement
and may not exercise its demand rights on more than one occasion.


 


		5.	Waiver of Liquidation Distributions.



 


In connection with the Securities
purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights
if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a
Business Combination, (iii) upon the Company’s redemption of Ordinary Shares sold in the Company’s IPO upon the Company’s
failure to timely complete the Business Combination or (iv) in connection with a shareholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation
to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with
respect to any other provision relating to shareholders’ rights or pre-Business Combination activity. In the event Subscriber purchases
Units or Ordinary Shares in the IPO or in the aftermarket, any additional Ordinary Shares so purchased shall be eligible to receive the
redemption value of such Ordinary Shares upon the same terms offered to all other purchasers of Units in the IPO or Units or Ordinary
Shares in the aftermarket in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude Subscriber
from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the
terms of the Underwriting Agreement.


 


		6.	 Terms of Placement Warrants. Each Placement Warrant
shall have the terms set forth in the Warrant Agreement.



 


		7.	Lock-Up Period.



 


7.1. The
Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided,
however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member
of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their
affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case
of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any
forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater
than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior
to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber
or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s
liquidation, merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction which results in all
of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein.








 






     


     


    

 


7.2. For
purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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, directly or indirectly,
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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder with respect to, any of the Securities, (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 of the Securities, 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).


 


7.3 In addition to the restrictions
on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related
registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore,
pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date
of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component
parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day
period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO
and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the
Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales in the IPO.


 


		8.	Terms of the Units and Placement Warrants



 


The Units and their component
parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject
to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable so long as they
are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis
if held by Subscriber or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Units and component
parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights
Agreement or an exemption from registration is available, and the restrictions described above in clause (i) has expired.


 


		9.	Governing Law; Jurisdiction; Waiver of
Jury Trial



 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
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.


 


		10.	Assignment; Entire Agreement; Amendment



 


10.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person
agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


10.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by all of the parties hereto.


 


10.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and permitted assigns.








 






     


     


    

 


		11.	Notices



 


11.1 Notices. Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered
or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all
purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail,
return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to
the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by
next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three
days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic
mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (b) if by a posting on
an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (1) such posting
and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the shareholder.


 


		12.	Counterparts



 


This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


		13.	Survival; Severability



 


13.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.


 


13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


		14.	Headings.



 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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


 


	 	COMPANY:
	 	 
	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	/s/ Philippe J. Kurzweil
	 	 	Name:	Philippe J. Kurzweil
	 	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	SUBSCRIBER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	 
	 	By:	/s/ Sage Kelly
	 	 	Name:	 Sage Kelly
	 	 	Title:	Senior Managing Director



 





[Signature Page to Unit Subscription Agreement]