Exhibit 10.2 


 


FINAL FORM 


 


BACKSTOP
Subscription Agreement


 


This BACKSTOP SUBSCRIPTION
AGREEMENT (this “Subscription Agreement”) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition
Corporation II, a Delaware corporation (the “Company”), and the undersigned parties listed as Subscribers on the signature
pages hereto (each such party, a “Subscriber” and, collectively, the “Subscribers”). Defined terms
used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined
below).


 


WHEREAS, substantially concurrently
with the execution of this Subscription Agreement, the Company, Topps Intermediate Holdco, Inc., a Delaware corporation (“Titan”),
and the other parties named therein are entering into that certain Agreement and Plan of Merger (as amended, modified, supplemented or
waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, inter
alia, the Company will enter into a business combination transaction with Titan, on the terms and subject to the conditions set forth
therein (the “Transaction”); and


 


WHEREAS, in connection with
the Transaction, each Subscriber desires to subscribe for and purchase from the Company up to a number of shares of the Company’s
Class A common stock, par value $0.0001 per share (the “Shares”), equal to the product (rounded down to the nearest
whole number) of (i) the percentage set forth opposite such Subscriber’s name in the column labeled “Pro Rata Percentage”
on Schedule B hereto (the “Pro Rata Portion”) and (ii) 9,852,216 (the “Total Backstop Subscription”),
for a purchase price of $10.15 per Share, and the Company desires to issue and sell to such Subscriber such Shares in consideration of
the payment of the aggregate applicable purchase price opposite such Subscriber’s name in the column labeled “Applicable Purchase
Price” on Schedule B hereto (as the same may be reduced in accordance with the terms herein, such Subscriber’s “Applicable
Purchase Price”) by or on behalf of such Subscriber to the Company prior to the Closing (as defined below) in accordance with
Section 3.1 herein, all on the terms and conditions set forth herein.


 


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, each Subscriber hereby agrees to subscribe
for and purchase, and the Company hereby agrees to issue and sell to such Subscriber (subject to the prior payment by such Subscriber
of such Subscriber’s Applicable Purchase Price in accordance with the terms herein), a number of Shares equal to the product (rounded
down to the nearest whole number) of (i) the Pro Rata Portion and (ii) the Total Backstop Subscription (such subscription and issuance,
the “Subscription”); provided, that in the event that the Available Closing Buyer Cash (including, for this
purpose, the maximum Applicable Purchase Price payable by the Subscribers hereunder) exceeds $350,000,000 (such excess amount, the “Excess
Amount”), then Mudrick Capital Management, L.P. may elect in its sole discretion, by providing notice to the Company and Titan
(the “Backstop Notice”) no later than two (2) business days prior to the closing date of the Transaction (provided,
that in no event shall the Backstop Notice be delivered until after the Special Meeting, and in no event shall the Backstop Notice be
effective with respect to any portion of the PIPE Financing Amount until such portion is actually received by the Company pursuant to
the PIPE Subscription Agreements entered into in connection with the PIPE Investment (other than this Subscription Agreement)), to reduce
the Total Backstop Subscription by up to an amount (rounded down to the nearest whole number and, in any event, not less than zero) equal
to the quotient obtained by dividing (a) the Excess Amount by (b) $10.15. In the event that there is an Excess Amount as determined in
accordance with the immediately foregoing proviso (and provided that the Backstop Notice is delivered), (x) the number of Shares to be
purchased by each Subscriber pursuant to this Subscription Agreement will be deemed to be equal to the product of (I) such Subscriber’s
Pro Rata Portion and (II) the Total Backstop Subscription (as so reduced) and (y) the Applicable Purchase Price for each Subscriber for
such Shares will be deemed to be equal to the product of (I) such Subscriber’s Pro Rata Portion of the Total Backstop Subscription
(as so reduced and in accordance with the calculations of clause (y) above) and (II) $10.15. To the extent any Subscriber has, in accordance
with Section 3.1, funded an Applicable Purchase Price in excess of the Applicable Purchase Price determined in accordance with
the foregoing sentence, the Company shall refund such excess to such Subscriber at the closing of the Transaction, and any Shares issued
in respect of such excess Applicable Purchase Price shall be canceled. For the avoidance of doubt and notwithstanding herein to the contrary,
in no event shall there be any reduction in the Total Backstop Subscription or the payment of the Applicable Purchase Price for any Subscriber
to the extent such reduction would result in a failure of the conditions in Sections 11.02(e) or 11.03(c) of the Business Combination
Agreement.


 






     


     


    

 


2.                 
Representations, Warranties and Agreements.


 


2.1             
The Subscribers’ Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscribers,
each Subscriber hereby represents and warrants to the Company and acknowledges and agrees with the Company, on a several (and not joint
and several) basis, as follows:


 


2.1.1       
If such Subscriber is not an individual, such Subscriber has been duly formed or incorporated and is validly existing in good standing
(or the equivalent thereof with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under
the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement. If such Subscriber is an individual, such Subscriber has the authority to enter into, deliver and perform
its obligations under this Subscription Agreement.


 


2.1.2       
If such Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by
such Subscriber. If such Subscriber is an individual, the signature on this Subscription Agreement is genuine, and such Subscriber has
legal competence and capacity to execute the same. Assuming that this Subscription Agreement constitutes the valid and binding agreement
of the Company, this Subscription Agreement is enforceable against such Subscriber in accordance with its terms, except as may be limited
or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity (the “Enforceability Exceptions”).


 






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2.1.3       
 The execution, delivery and performance by such Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein do not and will not (i) 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 such Subscriber or, if such Subscriber is not an individual, any of its subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which such Subscriber or, if such Subscriber is not
an individual, any of its subsidiaries is a party or by which such Subscriber or, if such Subscriber is not an individual, any of its
subsidiaries is bound or to which any of the property or assets of such Subscriber or, if such Subscriber is not an individual, any of
its subsidiaries is subject, which would reasonably be expected to materially affect the ability or legal authority of such Subscriber
to comply in all material respects with the terms of this Subscription Agreement; (ii) if such Subscriber is not an individual, result
in any violation of the provisions of the organizational documents of such Subscriber or any of its subsidiaries; or (iii) result in any
violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over such Subscriber or, if such Subscriber is not an individual, any of its subsidiaries or any of their respective
properties that would reasonably be expected to materially affect the ability or legal authority of such Subscriber to comply in all material
respects with this Subscription Agreement.


 


2.1.4       
Such Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”)), an “accredited investor” (within the meaning of Rule 501(a) under the Securities
Act) satisfying the applicable requirements set forth on Schedule A or (iii) a “qualified purchaser” (as defined in Section
2(a)(51)(A) of the Investment Company Act of 1940, as amended) satisfying the applicable requirements set forth on Schedule A, (ii) is
acquiring the Shares only for its own account and not for the account of others, or if such Subscriber is subscribing for the Shares as
a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as
defined above) and such Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account, and (iii)
is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. Such Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate
and complete. Such Subscriber is not an entity formed for the specific purpose of acquiring the Shares.


 


2.1.5       
Such Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. Such Subscriber understands that the Shares
may not be resold, transferred, pledged or otherwise disposed of by such Subscriber absent an effective registration statement under
the Securities Act with respect to the Shares or an opinion of counsel satisfactory to the Company that such registration statement is
not required and an applicable exemption from the registration requirements of the Securities Act is available, and that any certificates
or book entries representing the Shares shall contain a legend to such effect. Such Subscriber acknowledges that the Shares will not
be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Subscriber understands and agrees that the Shares will
be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, such Subscriber may not be able to
readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time.
Such Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of
any of the Shares.


 






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2.1.6       
Such Subscriber understands and agrees that such Subscriber is purchasing the Shares directly from the Company. Such Subscriber
further acknowledges that there have been no representations, warranties, covenants or agreements made to such Subscriber by the Company,
Titan or any of their respective officers or directors, expressly or by implication, other than those representations, warranties, covenants
and agreements of the Company expressly set forth in this Subscription Agreement.


 


2.1.7       
As of the date of this Subscription Agreement, such Subscriber represents and warrants that its acquisition and holding of the
Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security
Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law, to the extent such
laws are applicable to such Subscriber.


 


2.1.8       
In making its decision to purchase the Shares, such Subscriber represents that it has relied solely upon its own independent investigation
and the Company’s representations, warranties and agreements herein. Such Subscriber acknowledges and agrees that such Subscriber
has received and has had an adequate opportunity to review such financial and other information as such Subscriber deems necessary in
order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax
and other economic considerations relevant to such Subscriber’s investment in the Shares. Without limiting the generality of the
foregoing, such Subscriber acknowledges that it has reviewed the documents provided to such Subscriber by the Company. Such Subscriber
represents and agrees that such Subscriber and such Subscriber’s professional advisor(s), if any, have had the full opportunity
to ask such questions, receive such answers and obtain such information as such Subscriber and such Subscriber’s professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Shares. Such Subscriber acknowledges that the information
provided to such Subscriber is preliminary and subject to change, and that any changes to such information, including, without limitation,
any changes based on updated information or changes in terms of the Transaction, shall in no way affect such Subscriber’s obligation
to purchase the Shares hereunder (except as otherwise expressly provided herein).


 


2.1.9       
Such Subscriber became aware of this offering of the Shares solely by means of direct contact from Jefferies LLC (“Jefferies”),
Deutsche Bank Securities Inc. (“Deutsche Bank”), Craig-Hallum Capital Group LLC (“Craig-Hallum”)
or Roth Capital Partners, LLC (and collectively with Jefferies, Deutsche Bank and Craig-Hallum, the “Placement Agents”)
or directly from the Company or the Target as a result of a pre-existing, substantive relationship with the Company, the Target or a
Placement Agent, and the Shares were offered to such Subscriber solely by direct contact between such Subscriber and such Placement Agent
or the Company. Such Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any
other means. Such Subscriber acknowledges that no Placement Agent has acted as its financial advisor or fiduciary in connection with the
issuance and purchase of the Shares, none of the Placement Agents nor any of their respective affiliates has any duty or obligation to
such Subscriber, and none of the Placement Agents shall be liable (x) for any action taken, suffered or omitted by any of them in good
faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by any agreement with the
Company or (y) for anything which any of them may do or refrain from doing in connection with any agreement with the Company. Such Subscriber
acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising, including methods described
in Section 502(c) of Regulation D under the Securities Act 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. Such Subscriber acknowledges that (i) it is not
relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation,
any of the Placement Agents or Titan), except for the representations and warranties of the Company expressly set forth in this Subscription
Agreement, in making its investment or decision to invest in the Company, (ii) the Placement Agents and each of their respective directors,
officers, employees, representatives, and controlling persons have made no independent investigation with respect to the Company, the
Shares, or the accuracy, completeness, or adequacy of any information supplied to such Subscriber by the Company and (iii) none of the
Placement Agents nor any of their respective affiliates have prepared any disclosure or offering document in connection with the offer
and sale of the Shares. Such Subscriber acknowledges that certain information provided to such Subscriber 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.


 






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2.1.10   
Such Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares.
Such 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 Shares, and such Subscriber has sought such accounting, legal and tax advice as such Subscriber has considered
necessary to make an informed investment decision.


 


2.1.11   
Alone, or together with any professional advisor(s), such Subscriber represents and acknowledges that such Subscriber has adequately
analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for such
Subscriber and that such Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of such
Subscriber’s investment in the Company. Such Subscriber acknowledges specifically that a possibility of total loss exists.


 


2.1.12   
Such Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of
the Shares or made any findings or determination as to the fairness of an investment in the Shares.


 


2.1.13   
Such Subscriber represents and warrants that such 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) owned or controlled by, or acting on behalf of, a person that is named
on the OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government,
including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine
or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National
as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly
to a non-U.S. shell bank. Such Subscriber agrees to use reasonable best efforts to provide law enforcement agencies, if requested thereby,
such records as required by applicable law, provided that such Subscriber is permitted to do so under applicable law. Such 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, directly or
indirectly through a third-party administrator, such Subscriber maintains policies and procedures reasonably designed to comply with
applicable obligations under the BSA/PATRIOT Act. Such Subscriber also represents that, to the extent required, it maintains policies
and procedures, directly or indirectly through a third-party administrator, reasonably designed to ensure compliance with OFAC-administered
sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Such Subscriber
further represents and warrants that, to the extent required, it maintains policies and procedures, directly or indirectly through a
third-party administrator, that are reasonably designed to ensure that the funds held by such Subscriber and used to purchase the Shares
were legally derived.


 






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2.1.14   
At the time of funding such Subscriber’s Applicable Purchase Price prior to the Closing pursuant to Section 3.1, such
Subscriber will have, sufficient immediately available funds to pay such Subscriber’s Applicable Purchase Price. Such Subscriber
was not formed for the purpose of acquiring the Shares and will have total liquid assets and net assets in excess of such Subscriber’s
Applicable Purchase Price as of the date such Subscriber’s Applicable Purchase Price is required to be funded to the Company pursuant
to Section 3.1.


 


2.1.15   
To the extent such Subscriber is one of the covered persons identified in Rule 506(d)(1), such Subscriber represents that no disqualifying
event described in Rule 506(d)(1)(i-viii) of the Securities Act (a “Disqualification Event”) is applicable to such
Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which
Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Such Subscriber hereby agrees that it shall notify the Company promptly in writing
in the event a Disqualification Event becomes applicable to such Subscriber or any of its Rule 506(d) Related Parties, except, if applicable,
for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section 2.1.15,
 “Rule 506(d) Related Party” shall mean a person or entity that is a beneficial owner of such Subscriber’s securities
for purposes of Rule 506(d) of the Securities Act.


 


2.1.16   
Such Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this
Subscription Agreement, none of such Subscriber, its controlled affiliates, or any person or entity acting on behalf of such Subscriber or
any of its controlled affiliates or pursuant to any understanding with such Subscriber or any of its controlled affiliates will engage
in any Short Sales with respect to equity securities of the Company prior to the Closing; provided, however, that if the
closing price of a share of the Company’s Class A common stock on any trading day is not less than $15.00 per share, such Subscriber
may engage in Short Sales with respect to a number of shares of Class A common stock not to exceed 50% of the Shares to be purchased
by such Subscriber pursuant to this Subscription Agreement. For the purposes hereof, “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and
all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S.
broker dealers or foreign regulated brokers. Subscriber acknowledges and is aware that (i) the Placement Agents are each acting as the
Company’s joint placement agent, (ii) Deutsche Bank is acting as financial advisor to Titan in connection with the Transaction,
(iii) Deutsche Bank has served in various commercial roles for Titan, its affiliates and certain funds and business development companies
that its affiliates advise, and (iv) Jefferies has acted as underwriter to the Company in connection with the Company’s initial
public offering.


 






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2.2             
Company’s Representations, Warranties and Agreements. To induce the Subscribers to purchase the Shares, the Company
hereby represents and warrants to the Subscribers and agrees with the Subscribers as follows:


 


2.2.1       
The Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation
Law (the “DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business
as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.2.2       
When issued and delivered to the Subscribers against full payment for the Shares in accordance with the terms of this Subscription
Agreement and registered with the Company’s transfer agent, the Shares will be duly authorized, validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational
documents then in effect or under the DGCL, or pursuant to any agreement or other instrument to which the Company is a party or by which
it is otherwise bound.


 


2.2.3       
This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Subscribers, is enforceable against it in accordance with its terms, except
as may be limited or otherwise affected by the Enforceability Exceptions.


 


2.2.4       
The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions
hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated herein will not (i) 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 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, which would reasonably be expected to have
a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the
Company (a “Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority of the
Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions
of the organizational documents of the Company; or (iii) result in any violation of 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
would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority
of the Company to comply in all material respects with this Subscription Agreement.


 






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2.2.5       
Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security
or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2)
of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the
Shares under the Securities Act.


 


2.2.6       
Neither the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those
terms are used in Regulation D of the Securities Act) in connection with the offer or sale of any of the Shares.


 


2.2.7       
Assuming the accuracy of the Subscribers’ representations and warranties set forth in Section 2.1, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Subscribers in the manner contemplated
by this Subscription Agreement.


 


2.2.8       
The Company has provided the Subscribers an opportunity to ask questions regarding the Company and made available to the Subscribers
all the information reasonably available to the Company that the Subscribers have requested for deciding whether to acquire the Shares.


 


2.2.9       
No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined
below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. The Company
has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the Securities Act,
any Person listed in the first paragraph of Rule 506(d)(1) of the Securities Act.


 


2.2.10   
As of the date of this Subscription Agreement, there are no pending or, to the knowledge of the Company, threatened, actions,
which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on
the ability of the Company to enter into and perform its obligations under this Subscription Agreement. As of the date hereof, there
is no unsatisfied judgment or any open injunction binding upon the Company which would, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of the Company to enter into and perform its obligations under this Subscription
Agreement.


 






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2.2.11   
As of the date hereof, the issued and outstanding shares of the Company’s Class A common stock are registered pursuant to
Section 12(b) of the Exchange Act and as of the date hereof are listed for trading on the NASDAQ (the “Exchange”) under
the symbol “MUDS.” As of the date hereof, the Company has not been notified by the Exchange that it does not comply with any
Exchange listing rule, which noncompliance is not subject to any compliance extension or ability to remedy, in each case as permitted
by the Exchange’s continued listing rules. As of the date hereof, there is no action pending or, to the knowledge of the Company,
threatened in writing against the Company by the Exchange or the SEC with respect to any intention by such entity to deregister the Company’s
Class A common stock or terminate the listing of the Company’s Class A common stock on the Exchange, other than actions where a
compliance extension or ability to remedy is available under applicable law. None of the Company or its affiliates has taken any action
in an attempt to intentionally terminate the registration of the Company’s Class A common stock under the Exchange Act except as
contemplated by the Business Combination Agreement. As of the date hereof, the Company has not received any written notice from the Exchange
or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Company’s Class A common stock from
the Exchange or the SEC.


 


2.2.12   
Except with respect to agreements regarding the non-disclosure of confidential information and/or trading restrictions entered
into prior to the date hereof, there are no other agreements, side letter agreements or other agreements or understandings (including
written summaries of any oral understandings) with any other investor purchasing shares of Class A Common Stock in the Company in connection
with the Business Combination Agreement which include terms and conditions (economic or otherwise) that are materially more advantageous
to any such person (as compared to the Subscribers).


 


3.                 
Settlement Date and Delivery.


 


3.1             
Closing. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially
concurrent consummation of the Transaction. The Closing shall occur on the closing date of the Transaction. Upon not less than four (4) business
days’ written notice from (or on behalf of) the Company to the Subscribers (the “Closing Notice”) that the Company
reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than four (4) business
days from the date of the Closing Notice, each Subscriber shall deliver to the Company at least one (1) business day prior to the closing
date specified in the Closing Notice (the “Closing Date”), to be held in escrow until the Closing, such Subscriber’s
Applicable Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company
in the Closing Notice against delivery by the Company to such Subscriber of the Shares in book-entry form. In the event the Closing does
not occur on the Closing Date, the Company shall promptly (but not later than two (2) business days thereafter) return such Subscriber’s
Applicable Purchase Price to such Subscriber.


 






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3.2             
Mutual Conditions to Closing.


 


The parties’ obligations
to effect the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by each party hereto,
on or prior to the Closing Date, of each of the following conditions:


 


3.2.1       
No suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred.


 


3.2.2       
No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, 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 preventing or prohibiting consummation of the transactions contemplated hereby.


 


3.2.3       
All specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or
been terminated.


 


3.3             
Conditions to Closing of the Company.


 


The Company’s obligations
to sell and issue the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver
by the Company, on or prior to the Closing Date, of each of the following conditions:


 


3.3.1       
All representations and warranties of the Subscribers contained in this Subscription Agreement shall be true and correct in all
material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscribers of each
of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date.


 


3.3.2       
The Subscribers shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement.


 


3.3.3       
All conditions precedent to the consummation of the Transaction set forth in the Business Combination Agreement shall have been
satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction,
but subject to satisfaction of such conditions as of the consummation of the Transaction).


 


3.4             
Conditions to Closing of the Subscribers.


 


The Subscribers’ obligation
to purchase the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by
the Subscribers, on or prior to the Closing Date, of each of the following conditions:


 


3.4.1        All
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the
representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date.


 






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3.4.2       
The Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement.


 


3.4.3       
(i) All conditions precedent to the consummation of the Transaction set forth in the Business Combination Agreement shall have
been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions
that may only be satisfied at the consummation of the Transaction, but subject to satisfaction or waiver by such party of such conditions
as of the consummation of the Transaction), (ii) no amendment, modification or waiver of the Business Combination Agreement (as the same
exists on the date hereof as provided to the Subscribers) or any terms thereof shall have occurred that would reasonably be expected to
materially and adversely affect the economic benefits that the Subscribers would reasonably expect to receive under this Subscription
Agreement without having received the Subscribers’ prior written consent (not to be unreasonably withheld, conditioned or delayed);
provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Sections 11.02(e)
or 11.03(c) of the Business Combination Agreement (or the effects thereof) and (iii) the Transaction will be consummated immediately following
the Closing.


 


4.                 
Registration Rights.


 


4.1             
The Company and the Subscribers agree that, within fifteen (15) business days after the consummation of the Transaction, the Company
will use its commercially reasonable efforts to file with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement registering the resale of the Shares (the “Registration Statement”), and the Company shall use
its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof;
provided, however, that the Company’s obligations to include the Shares and those other Shares of the Company held
by any Subscriber in the Registration Statement are contingent upon such Subscriber furnishing in writing to the Company such information
regarding such Subscriber, the securities of the Company held by such Subscriber and the intended method of disposition of the Shares
as shall be reasonably requested by the Company to effect the registration of the 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. The Company
shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest
of (i) the date on which the Shares may be resold without volume, manner of sale or current public information limitations pursuant to
Rule 144 promulgated under the Securities Act (“Rule 144”), (ii) the date on which such Shares have actually been
sold and (iii) the date which is three years after the Closing.


 






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4.2              Notwithstanding
anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the effectiveness of the
Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an
event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the
advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information
that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration
Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal
counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a
 “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration
Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar
days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any
Suspension Event (which notice shall not contain material non-public information) 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, each Subscriber agrees that
(i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of
doubt, sales conducted pursuant to Rule 144) until such Subscriber 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, each Subscriber will deliver to the Company or,
in such Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in such Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the
Shares shall not apply (i) to the extent such Subscriber 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.


 


4.3              The
Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless each Subscriber
(to the extent a seller under the Registration Statement), the officers, directors and agents of each of them, and each person who
controls such Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) 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”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained 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, Exchange Act or any
state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section
4, 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 such Subscriber furnished in writing to the Company by such Subscriber expressly for
use therein or such Subscriber has omitted a material fact from such information or otherwise violated the Securities Act, Exchange
Act or any state securities law or any rule or regulation thereunder; provided, however, that the indemnification
contained in this Section 4 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld, conditioned 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 reliance upon and in conformity
with written information furnished by a Subscriber, (B) 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, (C) as a result of offers or sales effected by or on behalf
of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was
not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf of a Subscriber in
violation of Section 4.2 hereof. The Company shall notify such Subscriber promptly of the institution, threat or assertion of any
proceeding arising from or in connection with the transactions contemplated by this Section 4 of which the Company is aware
(provided, that the failure to give prompt notice shall not impair any person’s or entity’s right to
indemnification hereunder to the extent such failure has not prejudiced the indemnifying party). 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
Shares by such Subscriber.


 






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4.4              Each
Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,
and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, 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 such Subscriber furnished in writing to the Company by such Subscriber expressly for
use therein; provided, however, that the indemnification contained in this Section 4 shall not apply to amounts paid
in settlement of any Losses if such settlement is effected without the consent of such Subscriber (which consent shall not be
unreasonably withheld, conditioned or delayed). In no event shall the liability of any Subscriber be greater in amount than the
dollar amount of the net proceeds received by such Subscriber upon the sale of the Shares giving rise to such indemnification
obligation. Each Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from
or in connection with the transactions contemplated by this Section 4 of which such Subscriber is aware (provided, that the
failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party). 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 Shares by such Subscriber.


 


5.                 
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 earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms,
(ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (iii) on the “Outside
Date” as defined in the Business Combination Agreement; provided, that, subject to the limitations set forth in Section 8,
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 the Subscribers of the termination of the Business Combination Agreement promptly after the termination of such agreement.


 


6.                 
Miscellaneous.


 


6.1             
Further Assurances; Reliance; Additional Information.


 


6.1.1       
Each of the Subscribers and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described herein.


 


6.1.2       
Each Subscriber acknowledges that the Company, Titan and others (including the Placement Agents) is entitled to rely upon this
Subscription Agreement, including the acknowledgments, understandings, agreements, representations and warranties made by such Subscriber
contained in this Subscription Agreement and any certificate, instrument, opinion, notice, letter or any other document or security delivered
to any of them by or on behalf of such Subscriber. Prior to the Closing, each Subscriber agrees to promptly notify the Company and Titan
if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in all
material respects. Prior to the Closing, the Company agrees to promptly notify the Subscribers if any of its acknowledgments, understandings,
agreements, representations and warranties set forth herein are no longer accurate in all material respects. The Company acknowledges
that each Subscriber, Titan and each of the Placement Agents is entitled to rely upon this Subscription Agreement, including the acknowledgements,
understandings, agreements, representations and warranties made by the Company contained in this Subscription Agreement and any certificate,
instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company. Each of
the Subscribers, the Company, Titan and each Placement Agent 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.


 






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6.1.3       
 The Company may request from any Subscriber such additional information as the Company may deem necessary to evaluate the eligibility
of such Subscriber to acquire the Shares, and such Subscriber shall promptly provide such information as may be reasonably requested,
in each case to the extent within such Subscriber’s possession and control or otherwise readily available to such Subscriber; provided,
that the Company agrees to keep such information provided by such Subscriber confidential, other than as required by applicable law, regulation
or legal proceeding.


 


6.2             
Expenses. Each of the parties hereto shall pay all of its own expenses in connection with this Subscription Agreement and
the transactions contemplated herein (it being agreed that the SEC registration fee with respect to the registration of the Shares pursuant
to Section 4 will be paid by the Company).


 


6.3             
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice,
if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


(i)              if
to a Subscriber, to such address or addresses set forth on such Subscriber’s signature page hereto;


 


(ii)             if to the Company,
to:


 


Mudrick Capital Acquisition
Corporation II


527 Madison Avenue,
6th Floor


New York, New York 10022


Attention: John O’Callaghan


Email: jocallaghan@mudrickcapital.com


 


with a required copy
(which copy shall not constitute notice) to:


 


Weil, Gotshal &
Manges LLP


767 Fifth Avenue


New York, NY 10153


Attention: Jackie Cohen


Email: jackie.cohen@weil.com


 


and


 


Topps Intermediate Holdco,
Inc.


One Whitehall Street


New York, NY 10004


Attention: Jason Thaler,
General Counsel





Email: jthaler@topps.com


 


with a required copy
(which copy shall not constitute notice) to:


 


Kirkland & Ellis
LLP


300 North LaSalle Street


Chicago, Illinois 60654


Attention: Richard J.
Campbell, P.C. and Aisha P. Lavinier


Email: richard.campbell@kirkland.com
and aisha.lavinier@kirkland.com


 






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6.4             
Entire Agreement. This Subscription Agreement, together with any agreements between a Subscriber and the Company and/or
Titan regarding the non-disclosure of confidential information and/or trading restrictions entered into prior to the date hereof, 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.


 


6.5             
Modifications and Amendments. This Subscription Agreement may not be amended, modified or supplemented except by an instrument
in writing, signed by the party against whom enforcement of such amendment, modification or supplement is sought.


 


6.6             
Waivers and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver
or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Subscription
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for
which it was given, and shall not constitute a continuing waiver or consent.


 


6.7             
Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to any Subscriber
hereunder (other than the Shares, if any, acquired hereunder) may be transferred or assigned without the written consent of the Company
(not to be unreasonably withheld, conditioned or delayed), and then only in accordance with this Subscription Agreement; provided,
that each Subscriber may assign its rights, interests or obligations hereunder to any fund or account managed by the same investment manager
as such Subscriber or an affiliate of such Subscriber, without the prior consent of the Company, so long as (i) such assignee(s) agrees
in writing to be bound by the terms hereof, and upon such assignment by such Subscriber, the assignee(s) shall become a Subscriber hereunder
and have the rights and obligations and be deemed to make the representations and warranties of the assignor provided for herein to the
extent of such assignment and (ii) no assignment shall relieve the assignor of any of its obligations or liabilities as a Subscriber hereunder.
Any purported assignment in violation of this Section 6.7 shall be null and void and of no force or effect..


 






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6.8             
Benefit.


 


6.8.1        Except
as otherwise provided herein (including the next sentence hereof), this Subscription Agreement is intended for the benefit of the
parties hereto and their respective affiliates and their respective heirs, executors, administrators, successors, legal
representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
Except as set forth in Section 2.1.9, Section 6.1.2, Section 6.7, and this Section 6.8, this
Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective
successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this
Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable
provisions.


 


6.8.2       
Each party hereto agrees that Titan is a third party beneficiary of this Subscription Agreement, and Titan may directly enforce
each of the covenants and agreements of the Subscribers under this Subscription Agreement, as amended, modified, supplemented or waived
in accordance with Section 6.6. Notwithstanding anything herein to the contrary, no termination pursuant to clause (ii) of Section
5 and no amendment, modification, supplement, waiver or assignment by any Subscriber or the Company of this Subscription Agreement or
any rights or obligations hereunder shall be effective without the prior written consent of Titan.


 


6.9             
Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related
to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution,
performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the principles of conflicts of law thereof.


 






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6.10         
Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and
venue of the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of Delaware declines jurisdiction
or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal
courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the exclusive jurisdiction and venue
of, the U.S. District Court for the District of Delaware; provided, further, that if the U.S. District Court for the District
of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested
exclusively in the Delaware state courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the
exclusive jurisdiction and venue of, the Delaware state courts located in Wilmington, Delaware (together with the U.S. District Court
for the District of Delaware and the Court of Chancery of the State of Delaware, the “Chosen Courts”), in connection
with any matter based upon or arising out of this Subscription Agreement and each other document executed in connection with the Transaction,
and the consummation thereof, and agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware
for such persons. Each party hereto hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not
personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable
in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in
an inconvenient forum, or (v) the venue of such legal proceeding is improper. Each party hereto hereby agrees not to commence or prosecute
any such action, claim, cause of action or suit other than before the Chosen Courts, nor to make any motion or take any other action
seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than the
Chosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereto hereby consents to service of process in
any such proceeding in any manner permitted by the laws of the State of Delaware, further consents to service of process by nationally
recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at
its address specified pursuant to Section 6.3, and waives and covenants not to assert or plead any objection which they might
otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.10, a party hereto may commence
any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment
issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON
ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL
DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION
THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF
ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION,
AND THE CONSUMMATION THEREOF. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER
LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


6.11         
Severability. 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.


 


6.12         
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall
not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further
action in any circumstances without such notice or demand.


 






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6.13         
 Specific Performance. The parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into
in order to induce the Company and Titan to execute and deliver the Business Combination Agreement and (ii) each of the parties and Titan
would suffer irreparable damage if this Subscription Agreement was not performed or the Closing is not consummated in accordance with
its specific terms, or this Subscription Agreement was otherwise breached, and that money damages or other legal remedies would not be
an adequate remedy for any such damage. It is accordingly agreed that each of the Company and Titan shall be entitled to equitable relief,
including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to
enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set
forth in Section 6.10, this being in addition to any other remedy to which any party hereto is entitled at law, in equity,
in contract, in tort or otherwise, including money damages.  The right to specific enforcement shall include the right of each of
the Company and Titan to cause the Subscribers to cause the transactions contemplated hereby to be consummated on the terms and subject
to the conditions and limitations set forth in this Subscription Agreement, including each Subscriber’s obligation to fund such
Subscriber’s Applicable Purchase Price pursuant to Section 3.1. The parties hereto further agree (i) to waive any requirement
for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement
pursuant to this Section 6.13 is unenforceable, invalid, contrary to applicable law or inequitable for any reason, and (iii) to
waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. The parties acknowledge
and agree that this Section 6.13 is an integral part of the transactions contemplated hereby and without that right, the parties
hereto would not have entered into this Subscription Agreement.


 


6.14         
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription
Agreement shall survive the Closing until the expiration of any statute of limitations under applicable law. For the avoidance of doubt,
if for any reason the Closing does not occur prior to the consummation of the Transaction, all representations, warranties, covenants
and agreements of the parties hereto as set forth herein shall survive the consummation of the Transaction and remain in full force and
effect until the expiration of any statute of limitations under applicable law.


 


6.15         
No Broker or Finder. Except with respect to the Placement Agents (which have been engaged by the Company in connection with
this Subscription), each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other party hereto. The Company, on the one hand, and each Subscriber, severally (and not joint and severally), on
the other hand, agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation by any broker,
finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal
expenses incurred in defending against any such claim.


 


6.16         
Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 






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6.17         
 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by email transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.18         
Construction. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant
contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained
herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.19         
Mutual Drafting. This Subscription Agreement is the joint product of each of the Subscribers and the Company and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against
any party hereto.


 


7.                 
Disclosure. Each Subscriber hereby acknowledges that the terms of this Subscription Agreement will be disclosed by
the Company in a Current Report on Form 8-K filed with the SEC on or after the date hereof and a form of this Subscription Agreement will
be filed with the SEC as an exhibit thereto. The Company shall not publicly disclose the name of the Subscribers or any affiliate or investment
adviser of the Subscribers, or include the name of Subscribers or any affiliate or investment adviser of the Subscribers in any press
release or in any filing with the SEC or any regulatory agency or trading market, without the prior consent (including by e-mail) of the
Subscribers, 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 SEC or regulatory agency or under regulations of the Exchange.


 


8.                  Legend
Removal. If requested by a Holder (as defined below), the Company shall use its commercially reasonable efforts to (i) cause the
removal of the restrictive legends from any Shares being sold under the Registration Statement or in accordance with Rule 144 at the
time of sale of such Shares, and (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in
connection with the instruction under subclause (i) to the effect that the removal of such restrictive legends in such circumstances
may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if
any, from a Subscriber as reasonably requested by the Company, its counsel or the transfer agent, establishing that restrictive
legends are no longer required. Each Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule
13d-3 of the Exchange Act, of Shares to the Company (or its successor) upon request to assist the Company in making the
determination described above.


 



    19 


     


    




 


9.                 
Trust Account Waiver. Each Subscriber acknowledges that the Company is a blank check company with the powers and
privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more
businesses or assets. Such Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial
public offering dated December 7, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s
assets consist of the cash proceeds of Company’s initial public offering and private placements of its securities, and substantially
all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of Company, its
public shareholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds
held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed
only for the purposes set forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement,
the receipt and sufficiency of which are hereby acknowledged, such Subscriber, on behalf of itself and its representatives, hereby irrevocably
waives any and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in
the Trust Account, and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out of, this Subscription
Agreement. Nothing in this Section 9 shall (x) serve to limit or prohibit a Subscriber’s right to pursue a claim against
Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve
to limit or prohibit any claims that the Company may have in the future against Company’s assets or funds that are not held in the
Trust Account (other than distributions therefrom) or (z) be deemed to limit a Subscriber’s right, title, interest or claim to the
Trust Account solely by virtue of such Subscriber’s record or beneficial ownership of the Company’s Class A common stock.


 


[Signature Page Follows]


 






    20 


     


    







 


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


 


	 	COMPANY:
	 	 
	 	MUDRICK CAPITAL ACQUISITION CORPORATION II
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




 


	
    Accepted and agreed this _____ day of _____, 2021.



 


[Signature Page to Subscription
Agreement]


 









     


     


    

 


	SUBSCRIBER:	 	 
	 	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 	 
	By:	
     
	 	By:	 
	Name:	 	Name:
	Title:	 	Title:



 


	Date: ______________ ___, 2021



 


	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	(Please print.  Please indicate name and
    capacity of person signing above)	 	(Please Print.  Please indicate name and
    capacity of person signing above)



 


	 	 	 
	Name in which securities are to be registered

(if different from the name of the Subscriber listed directly above):	 	 



 


	Email Address:	 	 



 


	If there are joint investors, please check one:	 	 
	 	 	 
	 ̈ Joint Tenants with Rights of Survivorship	 	 
	 	 	 
	 ̈ Tenants-in-Common	 	 
	 	 	 
	 ̈ Community Property	 	 



 


	Subscriber’s EIN: _____________________________	 	Joint Subscriber’s EIN: 
	 	 	_________________________



 


	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	 	 	 
	City, State, Zip	 	City, State, Zip



   


[Signature Page to Subscription
Agreement]


 






     


     


    





 


	Attn:	Attn:
	Telephone No.: __________________________	Telephone No.: _____________________
	
     

     

    Shares issued in the Subscription (subject to adjustment pursuant to
    Section 1):

     

    __________________________

     
	
     

     

    Pro Rata Portion:

     

    __________________________

     

	
     

     

    Subscriber’s Applicable Purchase Price (subject to adjustment
    pursuant to Section 1): $       .

     



The Subscriber must pay such Subscriber’s Applicable Purchase
Price by wire transfer of U.S. dollars in immediately available funds, to be held in escrow until the Closing, to the account specified
by the Company in the Closing Notice.


 


[Signature Page to Subscription Agreement]


 






     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	  ̈  We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) (a “QIB”)).



 


		2.	 ̈   We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each
owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check all applicable subparagraphs):



 


		1.	 ̈   We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities
Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act,
and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited
investor.”



 


		2.	 ̈   We are not a natural person.



 


 


*** OR ***


 


		C.	QUALIFIED PURCHASER (Please check all applicable subparagraphs):



 


		1.	 ̈   We are a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended), and have marked and initialed the appropriate box on the following page indicating the provision under which
we qualify as an “accredited investor.”



 


 


*** AND ***


 


		D.	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.


 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.


 






     


     


    

 


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


 


Initials


 


		_____	 ̈ Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;



 


		_____	 ̈ Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended;



 


		_____	 ̈ Any insurance company as defined in Section 2(a)(13) of the Securities Act;



 


		_____	 ̈ Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act;



 


		_____	 ̈ Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958, as amended;



 


		_____	 ̈ 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,
as amended (“ERISA”), if (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit
plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons
that are “accredited investors”;



 


		_____	 ̈ Any private business development company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940, as amended;



 


		_____	 ̈ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business
trust, or (iii) organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific
purpose of acquiring the securities offered, and with total assets in excess of $5,000,000;



 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.



 






     


     


    

 


Initials


 


		_____	 ̈ Any director, executive officer, or general partner of the issuer of the securities being offered
or sold, or any director, executive officer, or general partner of a general partner of that issuer;



 


		_____	 ̈ Any natural person whose individual net worth, or joint net worth with that person’s spouse,
exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (i) the person’s primary residence shall not
be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value
of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such
indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result
of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that
is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of
the sale of securities shall be included as a liability;



 


		_____	 ̈ Any natural person who had an individual income in excess of $200,000 in each of the two most recent
years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;



 


		_____	 ̈ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D
under the Securities Act; or



 


		_____	 ̈ Any entity in which all of the equity owners are “accredited investors.”



 


 


E.       QUALIFIED PURCHASER STATUS
(Please check the applicable box)


 


Please indicate the basis of Subscriber’s status as a “qualified
purchaser,” as defined in Section 2(a)(51)(A) of the Investment Company Act and the regulations issued thereunder:


 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.



 






     


     


    

 


Initials


 


		_____	 ̈ Subscriber is an individual who owns not less than $5,000,000 in “Investments” either
separately or jointly or as community property with his or her spouse. (See EXHIBIT A to this Annex A for the definition of and method
for calculating the value of “Investments”);



 


		_____	 ̈ Subscriber is an entity, acting for its own account or the accounts of other “qualified purchasers,”
that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in “Investments.” (See EXHIBIT A
to this Annex A for the definition of and method for calculating the value of “Investments”);



 


		_____	 ̈ Subscriber is a “family company” that owns not less than $5,000,000 in “Investments.”
(See EXHIBIT A to this Annex A for the definition of and method for calculating the value of “Investments”). A “family
company” means any company (including a trust, partnership, limited liability company or corporation) that is owned directly or
indirectly by or for (a)(i) two or more individuals who are related as siblings, spouses or former spouses, or as direct lineal descendants
by birth or adoption, or (ii) spouses of such persons, (b) estates of such persons, or (c) foundations, charitable organizations or trusts
established by or for the benefit of such persons;



 


		_____	 ̈ Subscriber is an entity (other than a trust), each of the beneficial owners of which is a “qualified
purchaser”; or



 


		_____	 ̈ Subscriber is a trust that was not formed for the specific purpose of investing in the Company, each
trustee (or other person authorized to make decisions with respect to the trust) and each grantor (or other person who has contributed
assets to the trust) of which are “qualified purchasers.”



 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.



 






     


     


    

 


EXHIBIT A TO ANNEX A – ELIGIBILITY REPRESENTATIONS
OF SUBSCRIBER


 


INVESTMENTS


 


For determining whether Subscriber is a “qualified
purchaser,” the term “Investments” means:


 


		A.	Securities (as defined by Section 2(a)(1) of the Securities Act), other than securities of an issuer that controls, is controlled
by, or is under common control with, Subscriber that owns such securities, unless the issuer of such securities is a “public company,”
a “financial company” or has more than $50,000,000 in equity, as reflected on such company’s financial statements which
present such equity information as of a date within 16 months preceding the date on which Subscriber acquires an Interest. The term “public
company” includes all companies that file reports pursuant to Section 13 or 15(d) of the Exchange Act or have a class of securities
that are listed on a Designated Offshore Securities Market, as defined by Regulation S of the Securities Act. The term “financial
company” includes a commodity pool or an “investment company” (whether U.S. or offshore) or a company required to register
as such under the Investment Company Act but for the exclusions or exemptions provided by Sections 3(c)(1) through 3(c)(9) of the Investment
Company Act;



 


		B.	Real estate held for investment purposes so long as it is not used by the prospective qualified purchaser or a close relative (generally,
a sibling, spouse, former spouse, direct ancestor or descendent or a spouse of such an ancestor or descendent) for personal or business
purposes. However, real estate owned by a prospective qualified purchaser who is primarily in the real estate business is includable as
an “investment” even if it is held by the owner;



 


		C.	“Commodity Interests” or “Physical Commodity” held for investment purposes by Subscriber. “Commodity
Interests” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded
on or subject to the rules of (a) any contract market designated for trading such transactions under the Commodity Exchange Act, and the
regulations issued thereunder and the rules thereunder, or (b) any board of trade or exchange outside the United States, as contemplated
in Part 30 of the rules under the Commodity Exchange Act. “Physical Commodity” means any physical commodity with respect to
which a “Commodity Interest” is traded on a market specified in the definition of Commodity Interests above;



 


		D.	To the extent not securities, “financial contracts” entered into for investment purposes or in connection with investments.
 “Financial contracts” means any arrangement that (a) takes the form of an individually negotiated contract, agreement, or
option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants
in the financial markets; (b) is in respect of securities, commodities, currencies, interest or other rates, other measures of value,
or any other financial or economic interest similar in purpose or function to any of the foregoing; and (c) is entered into in response
to a request from a counterparty for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty
to such arrangement;



 


		E.	In the case of a Subscriber that is a commodity pool operator or an investment company excepted from registration by Section 3(c)(1)
or 3(c)(7) of the Investment Company Act, any amounts payable to such Subscriber pursuant to a firm agreement or similar binding commitment
pursuant to which a person has agreed to acquire an interest in, or make Capital Contributions to, Subscriber upon the demand of Subscriber;
and



 


		F.	Cash and cash equivalents (including foreign currencies) held for investment purposes. “Cash and cash equivalents” include
bank deposits, certificates of deposits, bankers acceptances and similar bank instruments held for investment purposes and the net cash
surrender value of an insurance policy.



 


“Investments”
do not include other assets which do not reflect experience in the financial markets, such as jewelry, art work, antiques and other collectibles.


 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.



 






     


     


    

 


For purposes of determining
the amount of “Investments” owned by a company, “Investments” of a parent company and its majority-owned subsidiaries
may be aggregated to meet the minimum “investment” amount requirements, regardless of which company is the prospective qualified
purchaser.


 


For purposes of determining
the amount of “Investments” owned by an individual, there may be included any “investment” held jointly or as
community property with such person’s spouse. In determining whether spouses who are making a joint investment in the Partnership
are qualified purchasers, there may be included in the amount of each spouse’s “Investments” any “Investments”
owned by the other spouse (whether or not such “investments” are held jointly).


 


In determining whether an
individual is a qualified purchaser, there may be included in the amount of such person’s “Investments” any “Investments”
held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such
person.


 


VALUATION OF INVESTMENTS


 


In determining the value of “Investments”
in order to ascertain qualified purchaser status, the aggregate amount of “Investments” owned and invested on a discretionary
basis by such person shall be their fair market value on the most recent practicable date or their cost provided that the same method
must be used for all “Investments.” However,


 


		1.	in the case of “Commodity Interests,” the amount of “Investments” is the value
of the initial margin or option premium deposited in connection with such “Commodity Interests,” and



 


		2.	in each case, there shall be deducted from the amount of such “Investments” the following
amounts:



 


		(a)	the amount of any outstanding indebtedness incurred by the prospective qualified purchaser to acquire
such “Investments,” and



 


		(b)	in the case of a Family Company (as defined in Annex A), in addition to the amounts specified in paragraph
(2)(a) above, any outstanding indebtedness incurred by an owner of the Family Company to acquire the Family Company’s “Investments.”



 


This page should be completed by each Subscriber


and constitutes
a part of the Subscription Agreement.