Exhibit 10.5


 


THIRD
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT


 


This
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of June
2017, by and between KBL Merger Corp. IV, a Delaware corporation (the “Company”), and KBL IV Sponsor LLC,
a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 527 Stanton
Christiana Rd, Newark, DE 19713.


 


WHEREAS,
on November 11, 2016, the Company and the Subscriber entered into that certain Sponsor Unit Subscription Agreement (the “Original
Agreement”), wherein the Company agreed to sell to the Subscriber on a private placement basis (the “Offering”)
an aggregate of 305,000 units (the “Initial Units”) of the Company, and up to an additional 22,500 units (the
“Additional Units” and together with the Initial Units, the “Units”) of the Company in the
event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) is exercised in full
or part, each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”),
and one warrant to purchase one half of one share of Common Stock (“Warrant”), for a purchase price of $3,050,000
(or up to $3,275,000 if the Over-Allotment Option is exercised in full), or $10.00 per Unit. The shares of Common Stock underlying
the Warrants are hereinafter referred to as the “Warrant Shares”.  The shares of Common Stock underlying
the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants
underlying the Units are hereinafter referred to as the “Placement Warrants.”  The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”  Each
Placement Warrant is exercisable to purchase one-half of one full share of Common Stock at an exercise price of $11.50 per whole
share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s
initial public offering of units (the “IPO”) and (ii) 30 days following the consummation of the Company’s
initial business combination (the “Business Combination”), as such term is defined in the registration statement
in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and
expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS,
on April 19, 2017, the Company and Subscriber entered into that certain Amended and Restated Subscription Agreement, pursuant
to which the Subscriber agreed to purchase 350,000 Initial Units and up to an additional 37,500 Additional Units, and pursuant
to which the Company revised the structure of the Warrants to make each Warrant exercisable for a whole share of Common Stock;
and


 


WHEREAS,
on May 25, 2017, the Company and Subscriber entered into that certain Second Amended and Restated Subscription Agreement pursuant
to which the Company revised the structure of the Units to make each “Warrant” exercisable for one-half of one share
of Common Stock and to include one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”);
the shares of Common Stock underlying the Rights are hereinafter referred to as the “Right Shares”; and the
definition of “Securities” shall hereinafter include the Rights Shares; and


 


WHEREAS,
the Subscriber desires to decrease the number of Additional Units to be purchased in the event of an over-allotment from 37,500
Additional Units to 27,500 Additional Units; and


 


WHEREAS,
the Company and the Subscriber desire to further amend and restate the Original Agreement and to enter into this Agreement.


 


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


 


1.     Agreement
to Subscribe


 


1.1.       Purchase
and Issuance of the Units.


 


	 	1.1.1.	Upon
    the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and
    the Company hereby agrees to sell to the Subscriber, on the initial Closing Date (as defined below) the Initial Units in consideration
    of the payment of the Initial Purchase Price (as defined below). On the initial Closing Date, or within a reasonable time
    after the initial Closing Date, but in no event later than thirty (30) days after the initial Closing Date, the Company shall
    deliver to the Subscriber the certificates representing the Securities purchased.


 


	 	1.1.2.	Subscriber
    hereby agrees to purchase up to an additional 27,500 Additional Units at $10.00 per Additional Unit for a purchase price of
    up to $275,000. The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option
    is exercised in full or in part. The total number of Additional Units to be purchased hereunder shall be in the same proportion
    as the proportion of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously
    with the consummation of any portion of the Over-Allotment Option.


  




     


     


    

   


1.2.       Purchase
Price.


 


	 	1.2.1.	As
    payment in full for the Initial Units being purchased under this Agreement, the Subscriber shall pay $3,500,000 (the “Initial
    Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable
    to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen
    by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
    or into an escrow account maintained by Ellenoff Grossman& Schole LLP (“EG&S”), counsel
    for the Company, one (1) business day prior to the date of effectiveness of the Registration Statement.


 


	 	1.2.2.	As
    payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional
    Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable
    to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Continental, or
    into an escrow account maintained by EG&S, one (1) business day prior to the Closing Date of the Over-Allotment Option.
    


 


1.3.       Closings.
The closing of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO and the
closing of the purchase and sale of Additional Units shall take place simultaneously with the closing of the Over-Allotment Option
(each a “Closing Date”). The closing of the purchase and sale of the Units shall take place at the offices
of EG&S, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be
agreed upon by the parties hereto.


 


1.4        Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not
occur prior to June 30, 2017.


  


2.     Representations
and Warranties of Subscriber


 


Subscriber
represents and warrants to the Company that:


 


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


 


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


 


2.3.      Intent.  Subscriber
is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit
of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”) to
be entered into with respect to the Securities between, among others, Subscriber  and the Company, as described in the
Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the
Securities to or through any person or entity except as may be permitted under the Insider Letter.  Subscriber shall
not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


  


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


 




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2.5.      Sophisticated
Investor.


 


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


 


(ii)  Subscriber
is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.      Independent
Investigation.  Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 


2.7       Organization
and Authority.  Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


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


  


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


 


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


 




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


 


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


 


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


 


3.     Representations,
Warranties and Covenants of the Company


 


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


 


3.1.      Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue
is 35,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred
Stock”). As of the date hereof, the Company has issued and outstanding 2,875,000 shares of Common Stock (of which up
to 375,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All
of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


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


  


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


 


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


 


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


 




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4.     Legends


 


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


 


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


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, KBL MERGER
CORP. IV AND KBL IV SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE
LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


  


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


 


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


 


4.4       Registration
Rights.  The Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the
Company, on or prior to the effective date of the Registration Statement. 


 


5.     Waiver
of Liquidation Distributions.


 


In
connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i)
in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with
any tender offer conducted by the Company prior to a Business Combination or (iii) upon the Company’s redemption of shares
of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination.  In
the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers
of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 




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6.     Termination
of Placement Warrants and Rights.


 


6.1.      Failure
to Consummate Business Combination. The Placement Warrants and Rights shall be terminated upon the dissolution of the Company
or in the event that the Company does not consummate the Business Combination within 18 months from the consummation of the IPO,
or 21 months from the consummation of the IPO if the Company has an executed letter of intent, agreement in principle or definitive
agreement for an initial business combination within 18 months from the closing of the IPO, but has not completed the initial
business combination within such 18-month period, or unless otherwise extended by the Corporation.


 


6.2.      Termination
of Rights as Holder. If the Placement Warrants and Rights are terminated in accordance with Section 6.1, then after such
time Subscriber (or successor in interest) shall no longer have any rights as a holder of such Placement Warrants and Rights and
the Company shall take such action as is appropriate to cancel such Placement Warrants and Rights. Subscriber hereby irrevocably
grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures
reasonably requested by the Company necessary to effect the foregoing.


 


7.     Rescission
Right Waiver and Indemnification.


 


7.1.      Subscriber
understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the
Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind
its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders
and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration,
as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made
in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights
shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection
with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase
of the Units and the transactions contemplated hereby.


 


7.2.      Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or
any Claim that may arise now or in the future.


 


7.3.      Subscriber
acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 


 


7.4.      Subscriber
agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered
such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


8.     Terms
of the Units and Underlying Securities


 


8.1.      The
Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and
component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation
of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder
thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by Subscriber
or its permitted transferees and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in
clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus
or an exemption from registration is available.


 


8.2       Subscriber
agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration
Statement.


 




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9.     Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


  


10.   Assignment;
Entire Agreement; Amendment


 


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


 


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


 


10.3.     Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 


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


  


11.   Notices


 


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


 


12.   Counterparts


 


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


 


13.   Survival;
Severability


 


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


 


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


 


14.   Headings.


 


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



 




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This
subscription is accepted by the Company on the 1st day of June, 2017.


 


	 	KBL
    MERGER CORP. IV
	 	 	 
	 	By:	/s/
    Marlene Krauss
	 	 	Name:
    Marlene Krauss, M.D.
	 	 	Title:
    Chief Executive Officer 


 


Accepted
and agreed on the date hereof


 


	 	SUBSCRIBER:

    KBL IV SPONSOR LLC
	 	 	 
	 	By:	/s/
    Marlene Krauss
	 	 	Name:
    Marlene Krauss, M.D.
	 	 	Title:
    Managing Member