Exhibit 10.1 


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT (this “Subscription
Agreement”) is entered into on November 10, 2021, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the
“Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently with the execution of this
Subscription Agreement, the Company is entering into a definitive agreement with E la Carte, Inc., a Delaware corporation (“Presto”),
and the other parties thereto, providing for the combination of the Company and Presto (the “Transaction Agreement”
and the transactions contemplated by the Transaction Agreement, the “Transaction”);


 


WHEREAS, in connection with the Transaction, Subscriber
desires to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction, that number of shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page
hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share Price”
and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase Price”),
and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by
or on behalf of Subscriber to the Company; and


 


WHEREAS, concurrently with the execution of this
Subscription Agreement or prior to the closing date of the Transaction (the “Closing Date”), the Company is entering
or will enter into subscription agreements (the “Other Subscription Agreements” and together with this Subscription
Agreement, the “Subscription Agreements”) with certain other accredited investors (the “Other Subscribers”
and together with Subscriber, the “Subscribers”), which are on substantially the same terms as the terms of this Subscription
Agreement (other than with respect to (v) the amounts and types of the Company’s securities to be subscribed for and purchased by
the Other Subscribers, (w) certain fees payable by Presto, certain board observer rights granted, and the purchase of Common Stock from
the Sponsors (as defined herein) by [***] and  [***] and their affiliates,
(x) certain closing conditions in the Other Subscription Agreements relating to the Notes (as defined below), (y) (i) any rights or benefits
granted to an Other Subscriber in connection with such Other Subscriber’s compliance with any law, regulation or policy specifically
applicable to such Other Subscriber or in connection with the taxable status of an Other Subscriber and (ii) any rights with respect to
the confidentiality or disclosure of an Other Subscriber’s identity and (z) certain registration rights), pursuant to which such
investors shall agree or have agreed to purchase on the Closing Date, inclusive of the Subscribed Shares, as applicable (i) shares of
Common Stock, at the Per Share Price and (ii) the Company’s 9.0%/11.0% convertible senior notes due 2026 (the “Notes”)
and related warrants (the “Warrants”) to purchase shares of Common Stock, for, as of the date hereof, up to $70,000,000
in gross proceeds to the Company (together with the Subscribed Shares, the “Aggregate Subscribed Securities”);


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and
purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed
Shares (such subscription and issuance, the “Subscription”).


 






    


     


    

 


2. Closing.


 


a. Subject
to the terms of this Subscription Agreement, the consummation of the Subscription contemplated hereby (the “Closing”)
shall occur on the Closing Date immediately prior to or substantially concurrently with the consummation of the Transaction.


 


b. At least
five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the
Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company such information
as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber. Subscriber shall
deliver to the Company, no later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, (a) the Purchase
Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the
Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (b) such information as is reasonably
requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction
(or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing,
the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription
Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions)
or to a custodian designated by Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the
issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does
not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to
in writing by the Company and Subscriber, the Company shall promptly (but in no event later than one (1) Business Day thereafter) return
the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber
and any book entries shall be deemed cancelled. Subscriber shall not be required to deliver to the Company on more than two (2) occasions,
the Purchase Price pursuant to a Closing Notice. Notwithstanding such return or cancellation a failure to close on the anticipated Closing
Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied
or waived on or prior to the Closing Date. For the purposes of this Subscription Agreement, “Business Day” means any day other
than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.


 


c. The Closing
shall be subject to the satisfaction or valid waiver in writing by each of the parties hereto (to the extent a valid waiver is capable
of being issued) by the Company, on the one hand, or Subscriber, on the other, of the conditions that, on the Closing Date:


 


(i) no
suspension of the qualification of the Common Stock for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred and the Subscribed Shares shall have been approved for listing on The
Nasdaq Stock Market LLC (“NASDAQ”), subject to official notice of issuance;


 


(ii) all
conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s
stockholders, shall have been satisfied or waived, and the closing of the Transaction shall be scheduled to occur concurrently with or
immediately following the Closing; and


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether
temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated
hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby (except in the case of a governmental
authority located outside the United States where such judgment, order, law, rule or regulation would not be reasonably expected to have
a Company Material Adverse Effect (as defined below)); and no such governmental authority shall have instituted or threatened in writing
a proceeding seeking to impose any such restraint or prohibition (except in the case of a governmental authority located outside the United
States where such restraint or prohibition would not be reasonably expected to have a Company Material Adverse Effect).


 






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d. The obligation
of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of the additional
conditions that, on the Closing Date:


 


(i) all
representations and warranties of Subscriber contained in this Subscription Agreement are true and correct in all material respects (other
than (x) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects
as of such date, and (y) representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as
defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date; and


 


(ii) Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription
Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or
compliance would not reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate
the Closing.


 


e. The obligation
of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional conditions
that, on the Closing Date:


 


(i) all
representations and warranties of the Company contained in this Subscription Agreement are true and correct in all material respects (other
than (x) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects
as of such date, and (y) representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined
below), which representations and warranties shall be true in all respects) at and as of the Closing Date;


 


(ii) the
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 


(iii) there
shall have been no amendment, waiver or modification to the Transaction Agreement that materially and adversely affects the Company or
the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s
prior written consent;


 


(iv) the
Company shall not have entered into any Other Subscription Agreement relating to Common Stock with a lower Per Share Price or other terms
(economic or otherwise) more favorable to such Other Subscriber than as set forth in this Subscription Agreement, other than with respect
to (a) the amounts and types of the Company’s securities to be subscribed for and purchased by the Other Subscribers, (b) certain
fees payable by Presto, certain board observer rights granted, and the purchase of Common Stock from Ventoux Acquisition Holdings LLC,
a Delaware limited liability company, and Chardan International Investments, LLC, a Delaware limited liability company (together, the
“Sponsors”) by  [***] and [***] and their affiliates,
(c) certain closing conditions in the Other Subscription Agreements relating to the Notes, (d) (i) any rights or benefits granted to an
Other Subscriber in connection with such Other Subscriber’s compliance with any law, regulation or policy specifically applicable
to such Other Subscriber or in connection with the taxable status of an Other Subscriber and (ii) any rights with respect to the confidentiality
or disclosure of an Other Subscriber’s identity and (e) certain registration rights;


 


(v) there
has not occurred a Company Material Adverse Effect;


 


(vi) the
Company’s financial statements for the year ended June 30, 2021 shall have been audited and accompanied by a report and opinion
of a registered public accounting firm prepared in accordance with audit standards of the Public Company Accounting Oversight
Board; and


 






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(vii) the
Company shall not have received any consideration from any Other Subscriber that is not otherwise contemplated in such Other Subscription
Agreement as in effect as of the date hereof in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such
Other Subscriber in a manner that is more favorable than the Subscriber, or (ii) to treat the Subscriber in a manner that is less favorable
than any Other Subscriber; provided, however, that the determination of whether the Subscriber has been treated more or
less favorably than any Other Subscriber shall disregard any other securities (other than the Subscribed Shares) of the Company purchased
by the Subscriber or Other Subscriber, respectively.


 


f. Prior
to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate
Form W-8.


 


g. For the
avoidance of doubt, the Closing shall not be subject to Company’s consummation of the transactions pursuant to the Other Subscription
Agreements.


 


3. Company
Representations and Warranties. The Company represents and warrants to Subscriber and the Placement Agents (as defined below)
that:


 


a. The Company
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) has the requisite
power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into,
deliver and perform its obligations under this Subscription Agreement; and (iii) is duly licensed or qualified to conduct its business
and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the
conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the
foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect.
For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development,
occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole (on a consolidated basis),
that, individually or in the aggregate, (A) would reasonably be expected to have a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated basis) or (B) would
prevent, materially delay or materially impede the performance by the Company or its subsidiaries of their respective obligations under
this Subscription Agreement, including the sale of the Subscribed Shares, the Transaction Agreement or the consummation of the Transaction.


 


b. As of
the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, will be validly issued and will constitute legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to
applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability
(collectively, the “Enforceability Exceptions”), and will not have been issued in violation of any preemptive rights
created under the Company’s organizational documents or the laws of the State of Delaware.


 


c. This
Subscription Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution
and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability
Exceptions.


 






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d. The execution
and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Company with all
of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii)
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material
Adverse Effect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including
the issuance and sale of the Subscribed Shares.








 


e. The Subscribed
Shares are not, and following the Closing, will not be, subject to any Transfer Restriction. The term “Transfer Restriction”
means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise transfer the Subscribed Shares
under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described
in Section 4(e) of this Subscription Agreement with respect to the status of the Subscribed Shares as “restricted securities”
pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”) in accordance
with the terms of this Subscription Agreement.


 


f. Assuming
the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority, self-regulatory organization (including the Nasdaq Stock Market) or other person in connection with the execution, delivery
and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i)
filings required by applicable state securities laws; (ii) the filing of the Registration Statement pursuant to Section 5 below;
(iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (“Commission”)
under Regulation D of the Securities Act, if applicable; (iv) those required by the Nasdaq Stock Market, including with respect to obtaining
shareholder approval; (v) those required to consummate the Transaction as provided under the Transaction Agreement; (vi) the filing of
notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable; (vii) such as have been or will have been
obtained, made or given on or prior to the Closing Date, and (viii) the failure of which to obtain would not be reasonably likely to have
a Company Material Adverse Effect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated
hereby, including the issuance and sale of the Subscribed Shares.


 


g. As of
their respective dates, all reports required to be filed by the Company with the Commission (the “SEC Reports”) complied
in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, and the rules and regulations
of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in
all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as
in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments. The description of the business and financial information of Presto set forth in the presentation dated November
2021 (the “Investor Presentation”) made available to the undersigned prior to the execution of this Subscription Agreement,
and as amended through the Closing Date, shall be consistent in all material respects with the description of the business and financial
information of Presto described or included in the proxy statement of the Company filed in connection with the approval of the Transaction
by the stockholders of the Company. Notwithstanding the foregoing, with respect to the proxy statement/prospectus to be filed by the Issuer
with respect to the Transactions or any other information relating to the Transactions or to Target or any of its affiliates included
in any SEC Report or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Company’s knowledge.


 






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h. As of
the date hereof and as of immediately prior to the Closing, the authorized share capital of the Company consists of 50,000,000 shares
of Common stock and 1,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”). As of the Closing Date (and
immediately after the consummation of the Transaction), the authorized share capital of the Company will consist of 180,000,000 shares
of Common Stock and 1,500,000 Preferred Shares. As of the date hereof and as of immediately prior to the Closing: (i) 17,250,000 shares
of Common Stock (excluding shares held by the Sponsors (the “Founder Shares”)), 4,312,500 Founder Shares and no Preferred
Shares were issued and outstanding; (ii) 17,250,000 public warrants, each exercisable to purchase one-half of one share of Common Stock
at $11.50 per full share and 6,675,000 private placement warrants, (including 600,000 private placement warrants that will be cancelled
at the Closing Date) each exercisable to purchase one share of Common Stock at $11.50 per full share (together “Warrants”),
were issued and outstanding; (iii) 17,250,000 rights, each right entitling the holder to receive one-twentieth of one share of common
stock upon the consummation of the Transaction; and (iv) no Common Stock was subject to issuance upon exercise of outstanding options.
As of the date hereof, the Company has no outstanding long-term indebtedness for borrowed money that is or would be required to be recognized
as a long-term liability in accordance with generally accepted accounting principles (other than fees payable under the business combination
marketing agreement entered into in connection with its initial public offering and/or warrant liability accounting treatment of the Company’s
private placement warrants and/or public warrants) and will not have any long-term indebtedness for borrowed money that is or would be
required to be recognized as a long-term liability in accordance with generally accepted accounting principles immediately prior to and
as of the Closing (other than indebtedness owed to the Sponsors or their affiliates for the purpose of funding working capital or extending
the term to complete the Business Combination from 15 months to 18 months, under the Horizon Credit Facility to the extent outstanding
borrowings thereunder are not repaid with the proceeds of the Notes, certain financing arrangements in connection with the purchase of
inventory, sale of receivables and purchase and leasing of equipment, a loan from the Small Business Administration pursuant to the Paycheck
Protection Program and warrant liability accounting treatment of the Company’s private placement warrants and/or public warrants)
and all outstanding convertible promissory notes heretofore issued by Presto will have been converted into Common Stock pursuant to the
terms of the Transaction Agreement as of the Closing. Immediately following the Closing, 3,169,438 Founder Shares (which may increase
to 4,312,500 Shares subject to the number of shares of Common Stock redeemed as further described in the Transaction Agreement) and 6,675,000
private placement warrants (including 600,000 private placement warrants that will be cancelled at the Closing Date) will be fully vested,
and up to 559,313 Founder Shares (which may decrease to 0 Shares subject to the number of shares of Common Stock redeemed as further described
in the Transaction Agreement) are subject to vesting and shall be vested in the event the post-trading price of the Company’s Common
Stock closes at or above $12.50 for 40 of 60 trading days. No Warrants are exercisable on or prior to the Closing. All (i) issued and
outstanding Common Stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to preemptive
rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights.
As of the date hereof, except as set forth above and pursuant to (i) this Agreement, (ii) the Other Subscription Agreements, (iii) the
Transaction Agreement, or (iv) any agreement(s) that the Company may enter into with third parties for the purpose of recapturing or reducing
the shares of Common Stock redeemed by public shareholders, (such agreement(s), the “Forward Purchase Agreement”),
there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock or
other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or
exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries and does not own, directly or indirectly, interests
or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting
trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any Equity
Interests, other than (A) the letter agreements entered into by the Company in connection with the Company’s initial public offering
on December 30, 2020 pursuant to which the Company’s sponsor and the Company’s executive officers and independent directors
agreed to vote in favor of any proposed Business Combination (as defined therein), which includes the Transaction, (B) as contemplated
by the Transaction Agreement and (C) the Forward Purchase Agreement. There are no securities or instruments issued by or to which the
Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Subscribed Shares
or (ii) the securities to be issued pursuant to any Other Subscription Agreement. Subscriber understands and acknowledges the Sponsors
may from time to time enter into various agreements relating to the transfer of the Founder Shares and private placement warrants in furtherance
of the Transaction, and that such agreements shall not be in violation of this Subscription Agreement so long as the aggregate number
of outstanding Founder Shares or private placement warrants do not increase, the Sponsors shall promptly notify Subscriber if the aggregate
number of Founder Shares or private placement warrants decrease as a result of such agreements.


 






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i. Except
for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect or have a material adverse
effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed
Shares, as of the date hereof, there is no (i) suit, action, investigation, proceeding or arbitration before a governmental authority
or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or any of its directors or officers
in their capacities as such or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding
against the Company or any of its directors or officers in their capacities as such.


 


j. The issued
and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and are listed for trading on the Nasdaq Stock Market under the symbol “VTAQ.” There is
no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the Nasdaq
Stock Market or the Commission with respect to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate
the listing of the shares of Common Stock on the Nasdaq Stock Market. The Company has taken no action that is designed to terminate the
registration of the shares of Common Stock under the Exchange Act. The Company will file a listing application with NASDAQ for the Underlying
Shares and such application has been, or prior to Closing will be, approved by NASDAQ.


 


k. Upon
consummation of the Transaction, the issued and outstanding shares of Common Stock will be registered pursuant to Section 12(b) of the
Exchange Act and will be listed for trading on the Nasdaq Stock Market.


 


l. Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration
under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber.


 


m. Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares.


 


n. Except
for each of William Blair & Company, L.L.C. (“William Blair”), Truist Securities,
Inc. (“Truist”) and Chardan Capital Markets, LLC (“Chardan” and together with William Blair and
Truist, the “Placement Agents” and each a “Placement Agent”), no broker or finder is entitled
to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber.


 


o. Except
for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect or have a material adverse
effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed
Shares, the Company is, and has been since its inception, in compliance with all laws applicable to the conduct of the business of the
Company. The Company has not received any written, or to its knowledge, other communication from a governmental entity that alleges that
the Company is not in compliance with or is in default or violation of any applicable law, except where such noncompliance, default or
violation would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.


 






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p. The Company
has not in the past nor will it hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company
that could result in the initial sale of the Subscribed Shares not being exempt from the registration requirements of Section 5 of the
Securities Act.


 


q. The Company
has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it,
the lack of which would have a material adverse effect, and to the Company’s knowledge, the Company is not in default in any material
respect under any of such franchises, permits, licenses or other authority.


 


r. There
is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened in writing against
the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement, or to consummate the
transactions contemplated thereby, or that might result, if determined adversely to the Company, in a material adverse effect, or in any
material change in the current equity ownership of the Company.


 


s. To the
Company’s knowledge, the Company owns or possesses sufficient legal rights to all (a) patents, patent applications and inventions;
(b) trademarks, service marks, trade names, trade dress, logos, domain names or corporate names and registrations and applications for
registration thereof, together with all of the goodwill associated therewith; (c) copyrights (registered or unregistered) and copyrightable
works and registrations and applications for registrations thereof; (d) computer software, data, and databases and documentation thereof;
(e) trade secrets and other confidential information; and (f) licenses, information and proprietary rights and processes necessary for
its business as now conducted. The Company has not received any written communications alleging that the Company has violated or, by conducting
its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other
proprietary rights of any other person or entity.


 


t. The Company has not
entered into any subscription agreement, side letter or similar agreement with any investor in connection with such investor’s
direct or indirect investment in the Company other than (i) the Transaction Agreement, (ii) any agreement or arrangement
contemplated by the Transaction Agreement, which for the avoidance of doubt, includes the Forward Purchase Agreement, (iii) as
disclosed in the Company’s filings with the Commission and (iv) the Other Subscription Agreements. The Other Subscription
Agreements reflect terms with respect to the purchase of the Notes that are no more favorable to such subscriber thereunder than the
terms of this Subscription Agreement other than such Other Subscription Agreements containing any of the following: (v) the amounts
and types of the Company’s securities to be subscribed for and purchased by the Other Subscribers, (w) certain fees payable by
Presto, certain board observer rights and the purchase of Common Stock from the Sponsors (as defined herein) by [***] and [***] and
their affiliates, (x) certain closing conditions in the Other Subscription Agreements relating to the Notes, (y) (i) any rights or
benefits granted to an Other Subscriber in connection with such Other Subscriber’s compliance with any law, regulation or
policy specifically applicable to such Other Subscriber or in connection with the taxable status of an Other Subscriber and (ii) any
rights with respect to the confidentiality or disclosure of an Other Subscriber’s identity and (z) certain registration
rights.


 


4. Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company that:


 


a. Subscriber
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (ii) has the requisite
power and authority to enter into and perform its obligations under this Subscription Agreement.


 






    8


     


    

 


b. This
Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery
of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


c. The execution
and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all of the provisions
of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust,
loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which
any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any
of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect.
For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development,
occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s
ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.


 


d. Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the Securities Act) satisfying the
applicable requirements set forth on Annex A; (ii) is acquiring the Subscribed Shares only for its own account and not for the account
of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner
of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the Securities Act)
and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares with
a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the
Company with the requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific
purpose of acquiring the Subscribed Shares and is an “institutional account” as defined by FINRA Rule 4512(e).


 


e. Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the
Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber understands that the Subscribed
Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement
under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration
requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable
states and other jurisdictions of the United States, and as a result of these
transfer restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk
of an investment in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Shares
will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule
144”) until at least one year from the Closing Date. Subscriber understands that it has been advised to consult legal counsel
prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares.


 






    9


     


    

 


f. Each
book entry for the Subscribed Shares shall contain a notation, and each certificate (if any) evidencing the Subscribed Shares shall be
stamped or otherwise imprinted with a legend, in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


(1) REPRESENTS THAT EITHER (A) IT AND ANY ACCOUNT
FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (as defined in
Rule 144A under the Securities Act) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS AN
institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the
Securities Act) AND (2) AGREES FOR THE BENEFIT OF (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE
DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION


THERETO AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
OR


 


(B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR


 


(C) TO A PERSON THAT YOU REASONABLY BELIEVE TO
BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


g. Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Subscriber by the Company, any other party to the Transaction or any other person or entity, expressly or by implication, other
than those representations, warranties, covenants and agreements of the Company set forth in this Subscription Agreement. Subscriber acknowledges
that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions and
estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those contained in the projections.


 


h. Subscriber
agrees that none of the Placement Agents, nor any of their respective affiliates or any of their or their respective affiliates’
control persons, officers, directors or employees, shall be liable to Subscriber pursuant to this Subscription Agreement for any action
heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares. On behalf
of itself and its affiliates, Subscriber releases each of the Placement Agents in respect of any losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Agreement or the transactions
contemplated hereby.


 






    10


     


    

 


i. In
making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber
and upon the representations, warranties and covenants set forth herein. Subscriber acknowledges and agrees that Subscriber has received
such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares, including
with respect to the Company and the Transaction (including Presto and their respective subsidiaries (collectively, the “Acquired
Companies”)). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have
had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such undersigned’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber
acknowledges and agrees that none of the Placement Agents, nor any respective affiliates of the Placement Agents have provided Subscriber
with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. None of the
Placement Agents nor any of their respective affiliates have made or make any representation as to the Company or the Acquired Companies
or the quality or value of the Subscribed Shares and the Placement Agents and any of their respective affiliates may have acquired non-public
information with respect to the Company or the Acquired Companies which Subscriber agrees need not be provided to it. In connection with
the issuance of the Subscribed Shares to Subscriber, none of the Placement Agents nor any of their respective affiliates have acted as
a financial advisor or fiduciary to Subscriber. Each of the Placement Agents
is acting solely as placement agent to the Company and is not acting as an underwriter or in any other capacity or as a fiduciary for
the Company or any other person or entity in connection with the Transaction and none of the Placement Agents or any of their respective
affiliates has prepared any disclosure or offering document in connection with the offer and sale of the Subscribed Shares. Subscriber
acknowledges that the Placement Agents and their respective directors, officers, employees, representatives and controlling persons have
made no independent investigation with respect to the Company or the Subscribed Shares or the accuracy, completeness or adequacy of any
information supplied to Subscriber by the Company.


 


j. Subscriber
acknowledges and agrees that (i) the Placement Agents have not made and will not make any representation or warranty, whether express
or implied, of any kind or character and have not provided any advice or recommendation in connection with the Transactions, and (ii)
the Placement Agents will have no responsibility with respect to (A) any representations, warranties or agreements made by any person
or entity under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith,
or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (B) the business, affairs, financial
condition, operations, properties or prospects of, or any other matter concerning the Company or the Transactions.


 


k. Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company or by means
of contact from the Placement Agent and the Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber and
the Company. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber,
by any other means. Subscriber acknowledges that the Company represents and warrants that the Subscribed Shares (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws.


 


l. Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice
as Subscriber has considered necessary to make an informed investment decision.


 


m. Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares
are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk
of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss
exists.


 






    11


     


    

 


n. Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares
or made any findings or determination as to the fairness of this investment.


 


o. Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program;
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (iii) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber agrees to
provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted
to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C.
Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the
BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for
the screening of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants
that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Subscribed Shares were legally derived.


 


p. As of
the date hereof, and during the 30-day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent
position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of
the Company. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Subscriber’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above
shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Subscribed Shares covered by this Agreement.


 


q. If Subscriber
is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is
subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a
church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not
subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary
or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that neither the Company,
nor any of its respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been
relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall
at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed
Shares and none of the acquisition, holding and/or transfer or disposition of the Subscribed Shares will result in a non-exempt prohibited
Transactions under ERISA or Section 4975 of the Code or any similar law or regulation.


 


r. Subscriber
at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2(a).


 






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s. Subscriber
agrees that, notwithstanding Section 8(i), the Placement Agent may rely upon the representations and warranties made by Subscriber
to the Company in this Subscription Agreement.


 


5. Registration of Subscribed
Shares.


 


a. The Company
agrees that, within thirty (30) days after the Closing Date, the Company will file with the SEC (at the Company’s sole cost and
expense) a registration statement registering the resale of the Subscribed Shares (the “Registration Statement”), and
the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective upon the Closing, but
no later than sixty (60) calendar days following the Closing Date (the “Effectiveness Deadline”), provided,
that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is
reviewed by, and receives comments from, the SEC. The Company will provide a draft of the Registration Statement to the undersigned for
review at least two (2) business days in advance of filing the Registration Statement. In no event shall the undersigned be identified
as a statutory underwriter in the Registration Statement unless requested by the SEC. Notwithstanding the foregoing, if the SEC prevents
the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the
use of Rule 415 of the Securities Act for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration
Statement shall register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted
by the SEC. In such event, the number of Subscribed Shares to be registered for each selling stockholder named in the Registration Statement
shall be reduced pro rata among all such selling stockholders. The Company agrees that the Company will cause such Registration
Statement to remain effective until the earlier of (i) two years from the issuance of the Subscribed Shares, (ii) the date on which all
of the Subscribed Shares shall have been sold, or (iii) on the first date on which the undersigned can sell all of its Subscribed Shares
(or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount
of such securities that may be sold. For as long as the Registration Statement shall remain effective pursuant to the immediately preceding
sentence, the Company will use its reasonable best efforts to file all reports, and will provide all customary and reasonable cooperation,
necessary to enable the undersigned to resell the Subscribed Shares pursuant to the Registration Statement or Rule 144 of the Securities
Act, as applicable, qualify the Subscribed Shares for listing on the applicable stock exchange, update or amend the Registration Statement
as necessary to include the Subscribed Shares and provide customary notice to holders of Subscribed Shares. The undersigned agrees to
disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the
“Exchange Act”), of Subscribed Shares to the Company (or its successor) upon request to assist the Company in making
the determination described above. The Company’s obligations to include the Subscribed Shares in the Registration Statement are
contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the
Company held by the undersigned and the intended method of disposition of the Subscribed Shares as shall be reasonably requested by the
Company to effect the registration of the Subscribed Shares, and shall execute such documents in connection with such registration as
the Company may reasonably request that are customary of a selling stockholder in similar situations. Subscriber shall not be entitled
to use the Registration Statement for an underwritten offering of Subscribed Shares. The Company may delay filing or suspend the use of
any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or
omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction
of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance,
a “Suspension Event”); provided, that, (i) the Company shall not so delay filing or so suspend the use of the Registration
Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period
and (ii) the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the undersigned
of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Company (which notice shall not contain
any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees that (i) it will
immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt,
sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will
maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by
law or subpoena. If so directed by the Company, the undersigned will deliver to the Company or, in the undersigned’s sole discretion,
destroy all copies of the prospectus covering the Subscribed Shares in the undersigned’s possession; provided, however, that this
obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the extent the undersigned
is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival
servers as a result of automatic data back-up.


 






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b. The Company
shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the undersigned (to the extent
a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, stockholders, affiliates, employees
and investment advisers of the undersigned, each person who controls the undersigned (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and the officers, directors, partners, members, managers, stockholders, agents, affiliates, employees
and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”) that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained
(or incorporated by reference) in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder,
in connection with the performance of its obligations under this Section 5, except to the extent, but only to the extent, that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding the undersigned furnished in
writing to the Company by the undersigned expressly for use therein. The Company shall notify the undersigned promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the
Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified
party and shall survive the transfer of the Subscribed Shares by the undersigned. Notwithstanding the forgoing, the Company’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written
consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable for any Losses to
the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or
cause to be delivered a Prospectus made available by the Company in a timely manner or (B) in connection with any offers or sales effected
by or on behalf of the undersigned in violation of this Agreement.


 


c. The undersigned
shall, severally and not jointly with any other subscriber in the Offering, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable
law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue
statements or omissions are based upon information regarding the undersigned furnished in writing to the Company by the undersigned expressly
for use therein. In no event shall the liability of the undersigned be greater in amount than the dollar amount of the net proceeds received
by the undersigned upon the sale of the Subscribed Shares giving rise to such indemnification obligation. Notwithstanding the forgoing,
the undersigned’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement
is effected without the prior written consent of the undersigned (which consent shall not be unreasonably withheld or delayed).


 






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6. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to
occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms; (b) upon the mutual written
agreement of the Company and Subscriber to terminate this Subscription Agreement; (c) if, on the Closing Date of the Transaction,
any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of the time
required hereunder to be so satisfied or waived (to the extent a valid waiver is capable of being issued) by the party entitled to
grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated; or (d)
the “Termination Date” as defined in the Transaction Agreement (as such Termination Date may be amended or extended from
time to time) (the “Termination Date”); provided, that nothing herein will relieve any party from liability for
any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the
Transaction Agreement promptly after the termination thereof.


 


7. Trust Account
Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering
into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Subscriber hereby (i) agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account,
regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or
any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability
(any and all such claims are collectively referred to hereafter as the “Released Claims”); (ii) irrevocably
waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any
negotiations, contracts or agreements with the Company; and (iii) will not seek recourse against the Trust Account for any reason
whatsoever; provided however, that nothing in this Section 7 shall be deemed to limit (x) any Subscriber’s right to
distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in
respect of any redemptions by Subscriber of its shares of public Common Stock of the Company acquired by any means other than
pursuant to this Subscription Agreement or (y) any Subscriber’s recourse against assets held outside of the Trust Account or
held by the post-Closing combined entity. Subscriber acknowledges and agrees that it shall not have any redemption rights with
respect to the Subscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any
other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise.


 






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8. Miscellaneous.


 


a. All notices,
requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication
hereunder shall be deemed duly given (i) when delivered personally to the recipient; (ii) when sent by electronic mail, on the date of
transmission to such recipient; provided, that such notice, request, demand, claim or other communication is also sent to the recipient
pursuant to clauses (i), (iii) or (iv) of this Section 8(a); (iii) one Business Day after being sent to the recipient by reputable
overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on
the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance
with this Section 8(a).


 


b. Subscriber
acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations and warranties
contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if it becomes aware that
any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate
in all material respects. The Company acknowledges that Subscriber and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber
if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth
herein are no longer accurate in all material respects.


 


c. Each
of the Company and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


d. Subscriber
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


e. Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder,
if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may
be transferred or assigned (provided, that, for the avoidance of doubt, the Company may transfer the Subscription Agreement and its rights
hereunder solely in connection with the consummation of the Transaction and exclusively to another entity under the control of, or under
common control with, the Company). Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription
Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager
who acts on behalf of Subscriber) or, with the Company’s prior written consent, to another person, provided that no such assignment
shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given
its prior written consent to such relief.


 


f. All the
agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


g. The Company
may request from Subscriber such additional information as the Company may deem necessary to evaluate the eligibility of Subscriber to
acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available
and to the extent consistent with its internal policies and procedures.


 


h. This
Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought; provided, that, this Subscription Agreement may be amended, modified,
waived or terminated with the written consent of the Company and Subscribers then holding a majority of the Aggregate Subscribed Securities
then committed to be purchased at the Closing by (or, if after the Closing, then held by) all Subscribers (the “Required Subscribers”).
Upon the effectuation of such waiver, modification, amendment or termination with the consent of the Required Subscribers in conformance
with this Section 8(h), such amendment, modification, waiver or termination shall be binding on all Subscribers and effective as to all
of the Subscription Agreements. The Company shall promptly give written notice thereof to Subscriber if Subscriber has not previously
consented to such amendment, modification, waiver or termination in writing; provided that the failure to give such notice shall not affect
the validity of such amendment, modification, waiver or termination. Notwithstanding anything to the contrary herein, (i) no amendment,
modification or waiver shall be effective against any Subscriber unless such amendment, modification or waiver applies to all Subscribers
equally; (ii) any amendment, modification or waiver that has a disproportionate effect on a Subscriber (considered apart from any disproportionate
effect owing to the number of Subscribed Shares held by such Subscriber), shall require the consent of such Subscriber; (iii) any amendment
to Section 3(j), Section 5, or Section 6 (to amend the definition of Termination Date) or this Section 8(h)
of this Subscription Agreement; and (iv) any amendment, modification or other change that alters the Per Share Price, the Purchase Price,
or the number of Subscribed Shares shall require the consent of the undersigned Subscriber.


 






    16


     


    

 


i. This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


j. Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


k. If any
provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.


 


l. This
Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf)
and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m. This
Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that the Placement
Agent shall be an intended third-party beneficiary of the representations and warranties of the Company in Section 3 hereof and of Subscribers
in Section 4 hereof.


 


n. The parties
hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek
an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of
this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract,
in tort or otherwise.


 


o. This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the
principles of conflicts of laws that would otherwise require the application of the law of any other state.


 






    17


     


    

 


p. EACH
PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS
SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.
THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY
PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 


q. The parties
agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought
exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or,
if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the
State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over a particular matter,
any state court within the State of Delaware) (collectively the “Designated Courts”). Each party hereby consents and
submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this subscription
agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction and any objection
which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including
any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an
improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to
a party hereof in compliance with Section 8(a) of this Subscription Agreement shall be effective service of process for any action, suit
or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.


 


r. This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein
with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder,
affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors
or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Subscription Agreement
or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.


 






    18


     


    

 


s. The Company
shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby (and by the Other
Subscription Agreements entered into as of the date hereof), the Transaction and any other material, nonpublic information that the Company
has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document,
Subscriber shall not be in possession of any material, non-public information received from the Company or any of its officers, directors
or employees or the Placement Agent. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Subscriber or
any affiliate or investment adviser of Subscriber, or include the name of Subscriber or any affiliate or investment adviser of Subscriber
in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent
(including by e-mail) of Subscriber, except as required by the federal securities laws, rules or regulations and to the extent such disclosure
is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under Nasdaq Stock
Market regulations, in which case the Company shall provide Subscriber with prior written notice (including by e-mail) of such permitted
disclosure, and shall reasonably consult with Subscriber regarding such disclosure.


 


t. The obligations
of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor
under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of
any Other Subscriber under this Subscription Agreement or any other investor under the Other Subscription Agreements. The decision of
Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other
Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or
any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other
Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or
investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained
herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed
to constitute Subscriber and other investors as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that Subscriber and other investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other
Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting
as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription
Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising
out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party
in any proceeding for such purpose.


 


u. Following
the Closing Date, Company shall hold regular quarterly conference calls to discuss the company’s financial results during the previous
quarter.


 


[Signature pages follow.]


 




    19


     


    


 


IN WITNESS WHEREOF, each of the Company
and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date
first set forth above.


 


	 	VENTOUX CCM ACQUISITION CORP.
	 	 
	 	By:	    
	 	 	Name: 	 Edward Scheetz
	 	 	Title:	Chairman and Chief Executive Officer







 


	 	Address for Notices:
	 	 
	 	1 East Putnam Avenue, Floor 4
	 	Greenwich, CT



 


	 	SUBSCRIBER:
	 	 
	 	Print Name: _____________________________


 


	 	By:	 
	 	Name:
	 	Title:



 


	 	Address for Notices:
	 	______________________________________
	 	______________________________________
	 	 
	 	Name in which shares are to be registered:
	 	______________________________________


 


Number of Subscribed Shares subscribed for: ________________


 


Price Per Subscribed Share: $10.00


 


Aggregate Purchase Price: $_________


 


You must pay the Purchase Price by wire transfer
of United States dollars in immediately available funds to the account of the Company specified by the Company in the Closing Notice.


 


[Signature Page to Ventoux CCM Acquisition Corp
Subscription Agreement]





 




    


     


    


 


ANNEX A


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if
applicable)



 


		☐	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		☐	Subscriber is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has marked and
initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.”



 


		C.	AFFILIATE STATUS



		(Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant part, states that an “accredited
investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes
within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking
and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies
as an “accredited investor.”


 


		☐	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;



 


		☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company,
or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;



 


		☐	Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		☐	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or



 


		☐	Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests or one of the following
tests.



 


[Specify which tests:]


 


	 	SUBSCRIBER:
	 	 
	 	Print Name:
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: