Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


New Beginnings Acquisition Corp. 


125 Ocean Drive, Unit 204 


Miami Beach, FL 33139


 


Ladies and Gentlemen:


 


In connection with the proposed business
combination (the “Transaction”) between New Beginnings Acquisition Corp., a Delaware corporation (the “Company”),
and Airspan Networks Inc., a Delaware corporation (“Airspan”), the undersigned desires to subscribe for and
purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase
price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all shares subscribed
for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions
contained herein. In connection with the Transaction, certain other institutional “accredited investors” (as defined
in Rule 501(a)(1), (2), (3), (7), (8) or (9) under the Securities Act of 1933, as amended (the “Securities Act”))
have entered into separate subscription agreements with the Company (the “Other Subscription Agreements”), pursuant
to which such investors (the “Other Subscribers”) have, together with the undersigned pursuant to this Subscription
Agreement, agreed to purchase an aggregate of 7,500,000 shares of Common Stock at the Per Share Price (the undersigned being referred
to sometimes herein as a “Subscriber” and together with the Other Subscribers, the “Subscribers”).
In connection therewith, the undersigned and the Company agree as follows:


 


1. Subscription.
Subject to the provisions of Section 2 hereof, the undersigned hereby irrevocably subscribes for and agrees to purchase from the
Company such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement on the terms
and subject to the conditions provided for herein (the “Shares”). The undersigned understands and agrees that
the undersigned’s subscription for the Shares shall be deemed to be accepted by the Company if and when this Subscription
Agreement is signed and delivered by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart
form. Notwithstanding anything herein to the contrary, the undersigned shall have no obligation to fund the Purchase Price unless
the gross proceeds raised in the offering of the shares of Common Stock to the undersigned and the Other Subscribers upon its consummation
shall equal at least $75,000,000.


 


For the purposes of
this Subscription Agreement, “business day” means any other day than a Saturday, Sunday or a day on which the
Federal Reserve Bank of New York is closed.


 






     


     


    

 


2. Closing.
The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the
substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing
shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”).
Not less than seven business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice to
the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company
reasonably expects all conditions to the closing of the Transaction to be satisfied or waived, and (iii) wire instructions for
delivery of the Purchase Price to the Company. The undersigned shall deliver to the Company, at least two business days prior to
the Transaction Closing Date specified in the Closing Notice, the Purchase Price by wire transfer of United States dollars in immediately
available funds to the account specified by the Company in the Closing Notice, such Purchase Price to be held by the Company in
trust for the benefit of the undersigned until the Subscription Closing (with the undersigned being treated as the beneficial owner
of the Purchase Price until the Subscription Closing). On the Transaction Closing Date, the Company shall deliver to the undersigned
(i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other
restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the
undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable,
and (ii) a copy of the records of the Company’s transfer agent showing the undersigned (or such nominee or custodian)
as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its nominee
or custodian, if applicable), the Purchase Price shall cease to be held by the Company in trust for the benefit of the undersigned
and shall be owned absolutely by the Company.


 


If the Transaction
Closing does not occur within two business days after the Transaction Closing Date specified in the Closing Notice, the Company
shall promptly (but not later than one business day thereafter) return the Purchase Price to the undersigned by wire transfer of
U.S. dollars in immediately available funds to the account specified by the undersigned. Furthermore, if the Transaction Closing
does not occur on the same day as the Subscription Closing, the Company shall promptly (but not later than one business day thereafter)
return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified
by the undersigned, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of
certificated shares, the undersigned shall promptly return such certificates to the Company or, as directed by the Company, to
the Company’s representative or agent).


 


If this Subscription
Agreement terminates following the delivery by the undersigned of the Purchase Price for the Shares, the Company shall promptly
(but not later than one business day thereafter) return the Purchase Price to the undersigned, whether or not the Transaction Closing
shall have occurred. If this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly
upon the return to the undersigned of the Purchase Price by the Company, transfer the Shares to the Company.


 


3. Closing Conditions.


 


a. The obligations of
the Company to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:


 


		i.	all representations and warranties of the undersigned
contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties
that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as
of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak
as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation
of the Subscription Closing shall constitute a reaffirmation by the undersigned of each of the representations, warranties and
agreements of the undersigned contained in this Subscription Agreement as of the Subscription Closing, but in each case without
giving effect to consummation of the Transaction; and



 






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		ii.	the undersigned shall have performed or complied in all
material respects with all agreements and covenants required by this Subscription Agreement.



 


b. The obligations of
the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:


 


		i.	all representations and warranties of the Company contained
in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that
are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be
true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for
those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects
as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each
of the representations, warranties and agreements of the Company contained in this Subscription Agreement as of the Subscription
Closing, but in each case without giving effect to consummation of the Transaction;



		 	 



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



		 	 



		iii.	no amendment, modification or waiver of the Transaction
Agreement (as defined below) shall have occurred that reasonably would be expected to materially and adversely affect the economic
benefits that the Subscriber reasonably would expect to receive under this Subscription Agreement.



 


c. The obligations of
each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that,
at the Subscription Closing:


 


		i.	no governmental authority shall have enacted, issued,
promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which
is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining
or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such restraint or prohibition;



 






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		ii.	all conditions precedent to the closing of the Transaction
set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if
any, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied by a party to
the Transaction Agreement at the closing of the Transaction, but subject to satisfaction or waiver by such party of such conditions
as of the closing of the Transaction); and



		 	 



		iii.	the Shares shall have been approved for listing on
NYSE American or the New York Stock Exchange, subject to notice of official issuance, and no suspension of the qualification of
the Shares for offering or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes,
shall have occurred and be continuing.



 


4. Further Assurances.
At the Subscription Closing, the parties hereto shall execute and deliver or cause to be executed and delivered such additional
documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate
the subscription as contemplated by this Subscription Agreement.


 


5. Company Representations
and Warranties. For purposes of this Section 5, the term “Company” shall refer to the Company as of the date hereof
and, for purposes of only the representations contained in paragraphs (h), (l) and (p) of this Section 5 and to the extent such
representations and warranties are made as of the Transaction Closing Date, the Company and its subsidiaries after giving effect
to the Transaction. The Company represents and warrants to the undersigned that:


 


a. The Company is validly
existing and is in good standing under the laws of the State of Delaware, 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.


 


b. The Shares have
been duly authorized by the Company and, when issued and delivered to the undersigned against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be 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 Amended and Restated
Certificate of Incorporation, by-laws or any shareholders’, investor rights or similar agreement to which it is a party
or under the laws of the State of Delaware.


 






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c. As of the date hereof,
the authorized capital stock of the Company consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”) and (ii) 100,000,000 shares of Common Stock. As of the date hereof and as of immediately prior to the Subscription
Closing and the Transaction Closing: (A) no shares of Preferred Stock are issued and outstanding and (B) 14,920,000 shares of Common
Stock are issued and outstanding, (C) 545,000 private placement warrants to purchase Common Stock (the “Private Placement
Warrants”) are issued and outstanding and 545,000 shares of Common Stock are issuable in respect of such Private Placement
Warrants, and (D) 11,500,000 public warrants to purchase Common Stock (the “Public Warrants”) are issued and
outstanding and 11,500,000 shares of Common Stock are issuable in respect of such Public Warrants. Each Private Placement Warrant
and Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share. As of the date hereof,
other than Artemis Merger Sub Corp., a Delaware corporation (the “Merger Sub”) (which was formed for purposes
of effecting the Transaction), the Company has no subsidiaries and does not own, directly or indirectly, interests or investments
(whether equity or debt) in any person, whether incorporated or unincorporated. As of the date hereof, except as set forth above
and pursuant to (i) the Other Subscription Agreements, and (ii) the Transaction Agreement, there are no outstanding options, warrants
or other rights to subscribe for, purchase or acquire from the Company any shares of Common Stock or other equity interests in
the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable
for Equity Interests. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution
or similar provisions that will be triggered by the issuance of (i) the Shares or (ii) the shares of Common Stock to be issued
pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the
Subscription Closing.


 


d. The Shares are not,
and following the Transaction Closing and the Subscription Closing will not be, subject to any Transfer Restriction. The term “Transfer
Restriction” means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise
transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions
on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted
securities” pending their registration for resale or transfer under the Securities Act in accordance with the terms of this
Subscription Agreement.


 


e. This Subscription
Agreement and the Transaction Agreement have been duly authorized, executed and delivered by the Company and are the legally binding
obligations of the Company and are enforceable in accordance with their respective 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.


 


f. The execution, delivery
and performance of the Subscription Agreement, the issuance and sale of the Shares and the compliance by the Company with all of
the provisions of this Subscription Agreement and the consummation of the transactions herein will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan or credit agreement, guarantee, note, bond, permit, lease, license or
other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries 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, prospects, 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 or ability 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, taxing authority or regulatory 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 with this
Subscription Agreement.


 






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g. Assuming the accuracy
of the undersigned’s representations and warranties set forth in Section 6 of this Subscription Agreement, the Company
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the NYSE
American stock exchange (the “NYSE American”)) or other person in connection with the execution, delivery and
performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings
with the Securities and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities
laws, (iii) filings required by the NYSE American, including with respect to obtaining shareholder approval, (iv) filings required
to consummate the Transaction as provided under the definitive documents relating to the Transaction, and (v) where the failure
of which to obtain would not be reasonably likely to have a Material Adverse Effect or have a material adverse effect on the Company’s
ability to consummate the transactions contemplated hereby, including the issuance and sale of the Shares.


 


h. The Company is in
compliance with all applicable law, except where such non-compliance would not have a Material Adverse Effect. The Company has
not received any written communication from a governmental entity that alleges that the Company is not in compliance with or is
in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect.


 


i. The issued and outstanding
shares of Common Stock of the Company are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and are listed for trading on the NYSE American under the symbol “NBA”
(it being understood that the trading symbol will be changed in connection with the Transaction Closing to reflect the name “Airspan
Networks Holdings Inc.”). Except as disclosed in the Company’s filings with the Commission, there is no suit, action,
proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the NYSE American or
the Commission, respectively, to prohibit or terminate the listing of the Company’s Common Stock on the NYSE American or
to deregister the Common Stock under the Exchange Act. The Company has taken no action that is designed to terminate the registration
of the Common Stock under the Exchange Act.


 


j. Assuming the accuracy
of the undersigned’s representations and warranties set forth in Section 6 of this Subscription Agreement, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the undersigned.


 






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k. A copy of each form,
report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Company with the
Commission since its initial registration of the Common Stock under the Exchange Act (the “SEC Documents”) is
available to the undersigned via the Commission’s EDGAR system, which SEC Documents, as of their respective filing dates,
complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents contained, when filed or, if amended,
as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, that with respect to the information about the Company’s
affiliates contained in the Schedule 14A and related proxy materials (or other SEC document) to be filed by the Company the representation
and warranty in this sentence is made to the Company’s knowledge. The Company has timely filed each report, statement, schedule,
prospectus, and registration statement that the Company was required to file with the Commission since its initial registration
of the Common Stock under the Exchange Act. The financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto
as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters
from the staff of the Division of Corporation Finance (the “Staff”) of the Commission with respect to any of
the SEC Documents.


 


l. Except for such matters
as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, there
is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge
of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental entity
or arbitrator outstanding against the Company.


 


m. Other than the Other
Subscription Agreements, the Company has not entered into any side letter or similar agreement with any Other Subscriber or investor
in connection with such Other Subscriber’s or other investor’s direct or indirect investment in the Company, and such
Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and
reflect the same Per Share Purchase Price and terms that are not more favorable in any material respect to such Other Subscriber
thereunder than the terms of this Subscription Agreement.


 


n. The Company acknowledges
and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by the Subscriber in connection with
a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Shares hereunder, and the Subscriber
effecting a pledge of Shares shall not be required to provide the Company with any notice thereof or otherwise make any delivery
to the Company pursuant to this Subscription Agreement; provided that such pledge shall be (i) pursuant to an available exemption
from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement
that is effective under the Securities Act at the time of such pledge.


 






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o. 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 Company 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 of the offer and sale of the Shares or would require registration of
the issuance of the Shares under the Securities Act.


 


p. The Company is not,
and immediately after receipt of payment for the Shares will not be, an “investment company” within the meaning of
the Investment Company Act of 1940, as amended.


 


q. The Company is not
in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default
or violation) of any term, condition or provision of (i) the Company’s charter documents, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or
by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of
any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except,
in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect.


 


6. Subscriber Representations
and Warranties. The undersigned represents and warrants to the Company that:


 


a. The undersigned is
an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8) or (9) under the Securities
Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or
its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information
on Schedule A following the signature page hereto). The undersigned understands that the Company is relying on the above
statement to confirm that the offering of the Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).


 


b. The undersigned (i)
is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private
equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation
in the purchase of the Shares. The undersigned understands that the Company is relying on the above statement to confirm that the
offering of the Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption
under FINRA Rule 2111(b).


 






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c. The undersigned 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. The undersigned understands that the Shares may not be resold,
transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities
Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside
the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption
from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable
securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing
the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be immediately eligible
for resale or transfer pursuant to Rule 144 promulgated under the Securities Act, that Rule 144 will not be available until 12
months following the closing and, as a result, the undersigned may not be able to readily resell or transfer the Shares and may
be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


d. The undersigned understands
and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there
have been no representations, warranties, covenants and agreements made to the undersigned by the Company, its officers or directors,
or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties,
covenants and agreements included in this Subscription Agreement.


 


e. Either (i) the undersigned
is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or (ii) the undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar
law.


 


f. The undersigned acknowledges
and agrees that the undersigned has received and has had an adequate opportunity to review, such financial and other information
as the undersigned 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 the undersigned’s investment in
the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the risk factors
provided to the undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information
as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision
with respect to the Shares. The undersigned further acknowledges that the information provided to the undersigned is preliminary
and subject to change and the Company is under no obligation to inform the undersigned regarding any such changes, except to the
extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Subscriber’s
obligations at the Subscription Closing.


 






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


 


h. The undersigned acknowledges
that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. The undersigned is able
to fend for himself, herself or itself in the transactions completed herein, 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 has the ability to bear
the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought
such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision.


 


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


 


j. In making its decision
to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned and the representations,
warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on
any statements or other information provided by the Placement Agent (as defined below) or the Capital Markets Advisor (as defined
below) concerning the Company or the Shares or the offer and sale of the Shares. The Placement Agent and the Capital Markets Advisor
shall not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the undersigned, the Company or any other
person or entity), whether in contract, tort or otherwise, to the undersigned, or to any person claiming through the undersigned,
in respect of the Transaction.


 


k. The undersigned 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 this investment.


 


l. The undersigned is
validly existing in good standing under the laws of its jurisdiction of incorporation or formation.


 






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m. The execution, delivery
and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or
other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the undersigned is
a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of
the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture
of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine,
and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned
is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a
legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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.


 


n. Neither the due diligence
investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations
and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth,
accuracy and completeness of the Company’s representations and warranties contained herein.


 


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


 


p. The undersigned acknowledges
that no disclosure or offering document has been prepared by J.P. Morgan Securities LLC (the “Placement Agent”)
or by Jefferies LLC as capital markets adviser to Target (the “Capital Markets Adviser”) or any of their respective
affiliates in connection with the offer and sale of the Shares.


 


q. The undersigned acknowledges
that the Placement Agent and the Capital Markets Adviser and their respective directors, officers, employees, representatives and
controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness
or adequacy of any information supplied to the undersigned by the Company.


 






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r. In connection with
the issue and purchase of the Shares, neither the Placement Agent nor the Capital Markets Adviser has acted as the undersigned’s
financial advisor or fiduciary.


 


s. If the undersigned
is a resident of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule
B.


 


7. Registration
Rights.


 


a. The Company agrees
that, within 30 calendar days after the consummation of the Transaction (the “Filing Deadline”), the Company
will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale or transfer of the Shares, and the Company shall use its reasonable best efforts to
have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier
of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will “review”
the Registration Statement, and (ii) the 5th business day after the date the Company is notified (orally or in writing,
whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject
to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Company’s
obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the
Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method
of disposition of the 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; provided that, in connection therewith, the undersigned shall not be required to enter
into any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares.
With respect to the information to be provided by Investor pursuant to this Section 7, the Company shall request such information
at least ten business days prior to the anticipated filing date of the Registration Statement and shall provide a draft of the
Registration Statement to the undersigned for review at least five business days in advance of its intended filing date. Notwithstanding
the foregoing, if the Commission prevents the Company from including in the Registration Statement any or all of the Shares due
to limitations on the use of Rule 415 of the Securities Act for the resale or transfer of the Shares by the applicable stockholders
or otherwise, the Registration Statement shall register for resale or transfer such number of Shares which is equal to the maximum
number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder
named in the Registration Statement shall be reduced pro rata among all such selling stockholders. If the Commission requests that
the undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity
to withdraw from the Registration Statement. The Company will use its reasonable best 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 or manner of
sale limitations pursuant to Rule 144 promulgated under the Securities Act, (ii) the date on which such Shares have actually been
sold and (iii) the date which is two years after the Subscription Closing. For purposes of clarification, any failure by the Company
to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall
not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7.


 






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b. 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 the 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 2 occasions or for more than 60 consecutive calendar days, or more than 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, the 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 the 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, the Subscriber will deliver to the Company or, in the Subscriber’s sole discretion
destroy, all copies of the prospectus covering the Shares in the 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 the 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.


 


c. In the case of the
registration, qualification, exemption or compliance effected by the Company pursuant to this Subscription Agreement, the Company
shall, upon reasonable request, inform the Subscriber as to the status of such registration, qualification, exemption and compliance.
At its expense the Company shall:


 


		(i)	Advise the Subscriber within 2 business days:



 


		A.	when a Registration Statement or any amendment thereto
has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;



 






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		B.	of any request by the Commission for amendments or
supplements to any Registration Statement or the prospectus included therein or for additional information;



		 	 



		C.	of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;



		 	 



		D.	of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and



		 	 



		E.	subject to the provisions in this Subscription Agreement,
of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as
of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were
made) not misleading.



 


Notwithstanding anything to the contrary
set forth herein, the Company shall not, when so advising the Subscriber of such events, provide the Subscriber with any material,
nonpublic information regarding the Company other than to the extent that providing notice to the Subscriber of the occurrence
of the events listed in (A) through (E) above constitutes material, nonpublic information regarding the Company;


 


		(ii)	use reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;



		 	 



		(iii)	upon the occurrence of any Suspension Event, except
for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a
Registration Statement, the Company shall use its reasonable best efforts to as soon as reasonably practicable prepare a post-effective
amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that,
as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of
a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;



 






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		(iv)	use its reasonable best efforts to cause all Shares
to be listed on each securities exchange or market, if any, on which the Shares issued by the Company have been listed; and



		 	 



		(v)	use its reasonable best efforts to take all other
steps necessary to effect the registration of the Shares contemplated hereby and to enable Subscriber to sell the Shares under
Rule 144.



 


d. The Subscriber may
deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Subscriber not receive notices
from the Company otherwise required by this Section 7; provided, however, that the Subscriber may later revoke
any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Subscriber (unless subsequently revoked), (i)
the Company shall not deliver any such notices to the Subscriber and the Subscriber shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to the Subscriber’s intended use of an effective Registration Statement, the
Subscriber will notify the Company in writing at least two business days in advance of such intended use, and if a notice of a
Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 7(d)) and the related
suspension period remains in effect, the Company will so notify the Subscriber, within one business day of the Subscriber’s
notification to the Company, by delivering to the Subscriber a copy of such previous notice of Suspension Event, and thereafter
will provide the Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 


e. Certificates evidencing
the Shares shall not contain any legend (including the legend referenced in Section 6(c) hereof), while a registration statement
(including the Registration Statement) covering the resale of such security is effective under the Securities Act. The Company
shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Effectiveness Date (but no later than
two business days after the Effectiveness Date) if required by the transfer agent to effect the removal of the legend in accordance
with the provisions of this Agreement. The Company agrees that following the Effectiveness Date, it will, no later than two business
days following the delivery by the undersigned to the Company or the transfer agent of a certificate representing Shares issued
with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such Shares that is free
from all restrictive and other legends. Certificates for Shares subject to legend removal hereunder shall be transmitted by the
transfer agent to the undersigned by crediting the account of the undersigned’s prime broker with the Depository Trust Company
System as directed by such Subscriber. The Company shall pay all transfer agent fees (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the undersigned),
stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the undersigned other than income
and capital gains taxes of the undersigned that may be incurred in connection with the transactions contemplated hereby. Each of
the undersigned, severally but not jointly, agrees with the Company that the undersigned will sell any Shares pursuant to either
the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution
set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth
in this Section 7(f) is predicated upon the Company’s reliance upon this understanding.


 






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f. The Company shall,
notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the Subscriber (if the Subscriber
is named as a selling shareholder under the Registration Statement), its officers, directors and agents, and each person who controls
the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of 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 costs of preparation and investigation and 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 7, except
to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are
based upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein;
provided, however, that the indemnification contained in this Section 7 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 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, (B) as a result of offers or sales effected by or on behalf of any person by means of a freewriting
prospectus (as defined in Rule 405) that was not authorized in writing by the Company, or (C) in connection with any offers, sales
or transfers effected by or on behalf of a Subscriber in violation of Section 7(e) hereof. The Company shall notify the Subscriber
promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated
by this Section 7 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the transfer of the Shares by the Subscriber.


 


g. The 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 are based upon any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration
Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information
regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein; provided, however, that
the indemnification contained in this Section 7 shall not apply to amounts paid in settlement of any Losses if such settlement
is effected without the consent of the 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 the
Subscriber upon the sale of the Shares giving rise to such indemnification obligation. The 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 7 of which the Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by the Subscriber.


 






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8. 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 (a) following the execution of a definitive agreement among the Company, Airspan and the Merger Sub with respect to
the Transaction (the “Transaction Agreement”), such date and time as such Transaction Agreement is terminated
in accordance with its terms without the Transaction being consummated, (b) upon the mutual written agreement of each of the
parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to the Subscription Closing set forth
in Section 3 of this Subscription Agreement are not satisfied or waived on or prior to the Subscription Closing and, as a
result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Subscription Closing, or
(d) at the election of the Subscriber, if the consummation of the Transaction shall not have occurred by the Outside Date (as defined
in, and subject to any automatic extension as set forth under Section 9.01(b) of, the Transaction Agreement as of the date of this
Agreement); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the
time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages
arising from such breach. The Company shall promptly notify the undersigned of the termination of the Transaction Agreement after
the termination of such agreement. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Subscriber
of the Purchase Price for the Shares, the Company shall promptly (but not later than one business day thereafter) return the Purchase
Price to the Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off.


 


9. Trust Account
Waiver. The undersigned 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. The
undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated
October 29, 2020 available at www.sec.gov, substantially all of the Company’s assets consist of the cash proceeds of the
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 the Company, its public stockholders
and the underwriters of the Company’s initial public offering. For and in consideration of the Company entering into this
Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably waives
any and all right, title and interest, or any claim of any kind it has 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; provided that nothing in this Section 9 shall be deemed to limit the undersigned’s right,
title, interest or claim to the Trust Account by virtue of the undersigned’s record or beneficial ownership of Common Stock
of the Company acquired by any means other than pursuant to this Subscription Agreement.


 






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10. No Short Sales.
The undersigned hereby agrees that, from the date of this Agreement until the earlier of the Subscription Closing and the termination
of this Subscription Agreement, none of the undersigned, its controlled affiliates, or any person or entity acting on behalf of
the undersigned or any of its controlled affiliates or pursuant to any understanding with the undersigned or any of its controlled
affiliates will engage in any Short Sales with respect to securities of the Company. For purposes of this Section 10, “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), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding
anything to the contrary contained herein, the restrictions in this Section 10 shall not apply to (i) any sale (including the exercise
of any redemption right) of securities of the Company (A) held by the Subscriber, its controlled affiliates or any person or entity
acting on behalf of the Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or
(B) purchased by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any of
its controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) ordinary course
hedging transactions so long as the sales or borrowings relating to such hedging transactions are not settled with the Shares subscribed
for hereunder and the number of securities sold in such transactions does not exceed the number of securities owned or subscribed
for at the time of such transactions. In addition, (i) nothing herein shall prohibit other entities under common management with
Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in transaction contemplated
hereby from entering into any Short Sales or engaging in other transactions and (ii) in the case of a Subscriber that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio
managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s
assets, the restrictions in this Section 10 shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Shares covered by this Subscription Agreement.


 


11. Miscellaneous.


 


a. The Company shall,
no later than 9:00 a.m., New York City time, on the first business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction and any other material,
nonpublic information that the Company or any of its officers, directors, employees or agents (including the Placement Agent) has
provided to the undersigned at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure
Document, the undersigned shall not be in possession of any material, non-public information received from the Company or any of
its officers, directors, employees or agents (including the Placement Agent) and the Subscriber shall no longer be subject to any
confidentiality or similar obligations under any current agreement, whether written or oral with the Company, the Placement Agent,
or any of their respective affiliates. Except with the express written consent of the Subscriber and unless prior thereto the Subscriber
shall have executed a written agreement regarding the confidentiality and use of such information, the Company shall not, and shall
cause its officers, directors, employees and agents, not to, provide Subscriber with any material, non-public information regarding
the Company or the Transaction from and after the filing of the Disclosure Document, other than to the extent that providing notice
to the Subscriber of the occurrence of the events listed in (A) through (E) of Section 7(c)(i) constitutes material, nonpublic
information regarding the Company. Notwithstanding anything in this Subscription Agreement to the contrary, each party hereto acknowledges
and agrees that without the prior written consent of the other party hereto it will not (and in the case of the Company it will
cause its representatives, including the Placement Agent not to) publicly make reference to such other party or any of its affiliates
(i) in connection with the Transaction or this Subscription Agreement (provided that the undersigned may disclose its entry into
this Subscription Agreement and the Purchase Price) or (ii) in any promotional materials, media, or similar circumstances, except,
in each case, as required by law or regulation or at the request of the Staff or regulatory agency or under the regulations of
the NYSE American or the New York Stock Exchange, including, in the case of the Company (a) as required by the federal securities
law in connection with the Registration Statement, (b) the filing of this Subscription Agreement (or a form of this Subscription
Agreement) with the Commission and (c) the filing of the Registration Statement on Form S-4 and Schedule 14A and related materials
to be filed by the Company with respect to the Transaction, in which case the Company shall provide the Subscriber with prior written
notice of such disclosure permitted under this subclause (ii).


 






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b. Neither this Subscription
Agreement nor any rights that may accrue to the undersigned hereunder (other than the Shares acquired hereunder, if any) may be
transferred or assigned without the Company’s prior written consent. Notwithstanding the foregoing, this Subscription Agreement
and any of Subscriber’s rights and obligations hereunder may be assigned to (i) any fund or account managed by the same investment
manager or investment advisor as Subscriber or by an affiliate of such investment manager or investor advisor or (ii) any direct
or indirect subsidiary of Subscriber, without the prior consent of the Company, provided that such assignee(s) agrees in writing
to be bound by the terms hereof. Upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have
the rights and obligations provided for herein to the extent of such assignment; provided further that, no assignment shall relieve
the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment
manager or investment advisor as Subscriber or by an affiliate of such investment manager or investment advisor or any direct or
indirect subsidiary of Subscriber, unless consented to in writing by the Company.


 


c. The Company may request
from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility of the undersigned
to acquire the Shares, and the undersigned promptly shall provide such information as may reasonably be requested, to the extent
readily available and to the extent consistent with its internal policies and procedures, provided that the Company agrees
to keep confidential any such information to the extent such information is not in the public domain, was not provided lawfully
to the Company by another source not under a duty of confidentiality and except to the extent disclosure of such information by
the Company is compelled by law, court order or a self-regulatory organization such as the NYSE American, the New York Stock Exchange
or FINRA or required to be included in the Registration Statement, in which case, the Company shall provide the Subscriber with
prior written notice of any disclosure of such information if reasonably practicable and legally permitted.


 






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d. The undersigned acknowledges
that the Company, the Placement Agent and the Capital Markets Adviser (with respect to the Placement Agent and the Capital Markets
Adviser, only pursuant to the penultimate sentence of this paragraph) and, only following the Subscription Closing and the Transaction
Closing, Airspan may rely on the acknowledgments, understandings, agreements, representations and warranties of the undersigned
contained in this Subscription Agreement. The Company acknowledges that the Subscriber will rely on the acknowledgements, understandings,
agreements, representations and warranties of the Company contained in this Subscription Agreement. Prior to the Subscription Closing,
the undersigned agrees to notify the Company promptly if any of the acknowledgments, understandings, agreements, representations
and warranties set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings,
agreements, representations and warranties qualified by materiality, in which case the undersigned shall notify the Company if
they are no longer accurate in all respects). The undersigned agrees that the purchase by the undersigned of Shares from the Company
pursuant this Subscription Agreement will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations
and warranties herein (as modified by any such notice) by the undersigned as of the Subscription Closing. The undersigned further
acknowledges and agrees that each of the Placement Agent and the Capital Markets Adviser is a third-party beneficiary of the representations
and warranties of the undersigned contained in Sections 6(a), 6(b), 6(c), 6(f), 6(h), 6(j), 6(p), 6(q) and 6(r) of this Subscription
Agreement. The Company acknowledges and agrees that each of the Placement Agent and the Capital Markets Adviser is a third-party
beneficiary of the representations, warranties and covenants of the Company contained in Section 5 of this Subscription Agreement.


 


e. The Company and the
Subscriber are entitled to rely upon this Subscription Agreement and the Company is irrevocably authorized to produce this Subscription
Agreement or a copy hereof when required by law, regulatory authority, the NYSE American or the New York Stock Exchange to do so
in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


f. Except if required
by law, the NYSE American or the New York Stock Exchange, without the prior written consent of the undersigned, the Company shall
not, and shall cause its representatives, including the Placement Agent and their respective representatives, not to, disclose
the existence of this Subscription Agreement or any negotiations related hereto, or to use the name of the undersigned or any information
provided by the undersigned in connection herewith in or for the purpose of any marketing activities or materials or for any similar
or related purpose.


 


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


 






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h. This Subscription
Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement
of such modification, waiver, or termination is sought; provided that any rights (but not obligations) of a party under this Subscription
Agreement may be waived, in whole or in part, by such party on its own behalf without the prior consent of any other party.


 


i. This Subscription
Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof. Except as otherwise expressly set forth in
subsection (d) of this Section 11, this Subscription Agreement shall not confer any rights or remedies upon any person other than
the parties hereto, and their respective successor and assigns.


 


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


 


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


 


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


 


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


 






    21


     


    

 


n. Notices. Any
notice, request, claim, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall
be in writing and shall be deemed given (a) when delivered by hand (with written confirmation of receipt), (b) when received by
the addressee if sent by a nationally recognized overnight courier postage prepaid (receipt requested), (c) on the date sent by
email (with no “bounceback” or notice of non-delivery, and provided that, unless affirmatively confirmed by the recipient
as received, notice is also sent to such party under another method permitted in this Section 11(n) within two business days thereafter)
if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the
recipient or (d) on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage
prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section 11(n)):


 


		i.	if to the undersigned, to such address or addresses
set forth on the undersigned’s signature page hereto;



 


		ii.	if to the Company prior to the Transaction Closing,
to:



 


New Beginnings Acquisition Corp. 


800 1st Street, Unit 1 


Miami, FL 33139 


Attention: Michael S. Liebowitz


Email: michael@m2afo.com 


Telephone: (917) 592-7979


 


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


 


Greenberg Traurig, P.A. 


333 SE 2nd Avenue 


Suite 4400 


Miami, FL 33131 


		Attention:	Alan Annex



Laurie Green 


Flora Perez 


		Email:	AnnexA@gtlaw.com



GreenL@gtlaw.com 


PerezF@gtlaw.com


 


		iii.	If to the Airspan after the Transaction Closing, to:



 


Airspan Networks Inc. 


777 Yamato Road 


Boca Raton, FL 33431 


Attention: Chief Financial Officer 


Email: Dbrant@airspan.com




 


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


 


Dorsey & Whitney LLP 


51 West 52nd Street 


New York, NY 10019 


Attention: Ted Farris 


Email: farris.ted@dorsey.com


 






    22


     


    

 


o. THIS SUBSCRIPTION
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.


 


THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE
SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED
TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT,
AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF
MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE
PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED
BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON
OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH
SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 11(n) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL
BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING
WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(o).


 


[SIGNATURE PAGES
FOLLOW]


 






    23


     


    

 





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


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 	 
	By:	                     	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 
	 	 	 	 
	Name in which shares are to be registered (if different):	 	Date: _______________, 2021 


	 	 	 
	Investor’s EIN:	 	 
	 	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 	 
	 	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 	 
	Attn: __________________	 	Attn: __________________
	 	 	 	 
	Telephone No.:	 	Telephone No.:
	 	 	 
	Email Address:	 	Email Address:
	 	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00


  


The above Subscriber agrees that it shall
pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the
Company in the Closing Notice.


 








 


[Signature Page to Subscription Agreement]






     


     


    

 


IN WITNESS WHEREOF,
New Beginnings Acquisition Corp. has accepted this Subscription Agreement as of the date set forth below.


 


	 	NEW BEGINNINGS ACQUISITION CORP.
	 	 	 
	 	By:	                
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


Date: ____________, 2021


 


 


[Signature Page to Subscription Agreement]












     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR


 


		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).



 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS



(Please check the applicable subparagraphs):


 


		1.	 ̈            We
are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) for one or more of the following
reasons (Please check the applicable subparagraphs):



 


		 ̈	We are a 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 an individual or a fiduciary capacity.





		 	 



		 ̈	We are a broker or dealer registered under Section
15 of the Securities Exchange Act of 1934, as amended.





		 	 



		 ̈	We are an insurance company, as defined in Section
2(13) of the Securities Act.





		 	 



		 ̈	We are an investment company registered under the Investment
Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that act.





		 	 



		 ̈	We are a 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.





		 	 



		 ̈	We are a 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 the plan has total assets in excess of $5 million.





		 	 



		 ̈	We are an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is being made by a plan fiduciary,
as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, an insurance company, or a registered investment
adviser, or if the employee benefit plan has total assets in excess of $5 million.





		 	 



		 ̈	We are a private business development company, as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940.





		 	 



		 ̈	We are a corporation, Massachusetts or similar business
trust, partnership, limited liability company or an organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, that was not formed for the specific purpose of acquiring the Shares, and that has total assets in excess of
$5 million.



 






    Schedule A


     


    

 





		 ̈	We are a trust with total assets in excess of $5 million
not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) under the Securities Act.



		 	 



		 ̈	We are an investment adviser registered with the SEC
pursuant to Section 203 of the Investment Advisers Act of 1940, as amended;



		 	 



		 ̈	We are an investment adviser relying on the exemption
from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940, as amended;



		 	 



		 ̈	We are a Rural Business Investment Company as defined
in Section 384A of the Consolidated Farm and Rural Development Act;



		 	 



		 ̈	We are a family office, as defined in Rule 202(a)(11)(G)-1
under the Investment Advisers Act of 1940, as amended, that (i) has assets under management in excess of $5 million; (ii) is not
formed for the specific purpose of acquiring the Shares and (iii) has a person directing the prospective investment who has such
knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks
of the prospective investment;



		 	 



		 ̈	We are a family client, as defined in Rule 202(a)(11)(G)-1
under the Investment Advisers Act of 1940, as amended, of a family office meeting the requirements of clause (d) above and whose
prospective investment in the Company is directed by that family office pursuant to clause (12)(iii) above;



		 	 



		 ̈	We are an entity of a type not previously listed that
is not formed for the specific purpose of acquiring the Shares and owns investments in excess of $5 million. For purposes of this
clause, “investments” means investments as defined in Rule 2a51-1(b) under the Investment Company Act of 1940, as
amended;





		 	 



		 ̈	We are an entity in which all of the equity owners
are accredited investors.



 


		C.	AFFILIATE STATUS






 


(Please check the applicable
box)


 


THE INVESTOR:


 


		 ̈	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 the Subscriber and constitutes a part of the Subscription Agreement


 









    Schedule A


     


    




 


SCHEDULE B


ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
(Canadian Investors Only)


 


		1.	We hereby declare, represent and warrant that:



		 	 



		(a)	we are purchasing the Shares as principal for our own
account, or are deemed to be purchasing the Shares as principal for our own account in accordance with applicable Canadian securities
laws, and not as agent for the benefit of another investor;



		 	 



		(b)	we are residents in or subject to the laws of one of
the provinces or territories of Canada;



		 	 



		(c)	we are entitled under applicable securities laws to
purchase the Shares without the benefit of a prospectus qualified under such securities laws and, without limiting the generality
of the foregoing, are both:



		 	 



		a.	an “accredited investor” as defined in
section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or section 73.3(2) of the Securities
Act (Ontario) by virtue of satisfying the indicated criterion in Section 11 below, and we are not a person created or used
solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition
of “accredited investor” in section 1.1 of NI 45-106; and



		 	 



		b.	a “permitted client” as defined in section
1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”)
by virtue of satisfying the indicated criterion in Section 12 below



		 	 



		(d)	we have received, reviewed and understood, this Subscription
Agreement and certain disclosure materials relating to the placing of Shares in Canada and, are basing our investment decision
solely on this Subscription Agreement and the materials provided by the Company and not on any other information concerning the
Company or the offering of the Shares;



		 	 



		(e)	the acquisition of Shares does not and will not contravene
any applicable Canadian securities laws, rules or policies of the jurisdiction in which we are resident and does not trigger (i)
any obligation to prepare and file a prospectus or similar document or (ii) any registration or other similar obligation on the
part of any person;



		 	 



		(f)	we will execute and deliver within the applicable time
periods all documentation as may be required by applicable Canadian securities laws to permit the purchase of the Shares on the
terms set forth herein and, if required by applicable Canadian securities laws, will execute, deliver and file or assist the Company
in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Shares as may be required
by any applicable Canadian securities laws, securities regulator, stock exchange or other regulatory authority; and



		 	 



		(g)	neither we nor any party on whose behalf we are acting
has been established, formed or incorporated solely to acquire or permit the purchase of Shares without a prospectus in reliance
on an exemption from the prospectus requirements of applicable Canadian securities laws.



		 	 



		2.	We are aware of the characteristics of the Shares,
the risks relating to an investment therein and agree that we must bear the economic risk of its investment in the Shares. We
understand that we will not be able to resell the Shares under applicable Canadian securities laws except in accordance with limited
exemptions and compliance with other requirements of applicable law, and we (and not the Company) are responsible for compliance
with applicable resale restrictions or hold periods and will comply with all relevant Canadian securities laws in connection with
any resale of the Shares.



 






    Schedule B


     


    

 



		3.	We hereby undertake to notify the Company immediately
of any change to any declaration, representation, warranty or other information relating to us set forth herein which takes place
prior to the closing of the purchase of the Shares applied for hereby.



		 	 



		4.	We understand and acknowledge that (i) the Company
is not a reporting issuer in any province or territory in Canada and its securities are not listed on any stock exchange in Canada
and there is currently no public market for the Shares in Canada; and (ii) the Company currently has no intention of becoming
a reporting issuer in Canada and the Company is not obligated to file and has no present intention of filing a prospectus with
any securities regulatory authority in Canada to qualify the resale of the Shares to the public, or listing the Company’s
securities on any stock exchange in Canada and thus the applicable restricted period or hold period may not commence and the Shares
may be subject to an unlimited hold period or restricted period in Canada and in that case may only be sold pursuant to limited
exemptions under applicable securities legislation.



		 	 



		5.	We confirm we have reviewed applicable resale restrictions
under relevant Canadian legislation and regulations.



		 	 



		6.	It is acknowledged that we should consult our own legal
and tax advisors with respect to the tax consequences of an investment in the Shares in our particular circumstances and with
respect to the eligibility of the Shares for investment by us and resale restrictions under relevant Canadian legislation and
regulations, and that we have not relied on the Company or on the contents of the disclosure materials provided by the Company,
for any legal, tax or financial advice.



		 	 



		7.	If we are a resident of Quebec, we acknowledge that
it is our express wish that all documents evidencing or relating in any way to the sale of the Shares be drawn in the English
language only. Si nous sommes résidents de la province de Québec, nous reconnaissons par les présentes
que c’est notre volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière à
la vente des engagements soient rédigés en anglais seulement.



		 	 



		8.	We understand and acknowledge that we are making the
representations, warranties and agreements contained herein with the intent that they may be relied upon by the Company and the
agents in determining our eligibility to purchase the Shares, including the availability of exemptions from the prospectus requirements
of applicable Canadian securities laws in connection with the issuance of the Shares.



		 	 



		9.	We consent to the collection, use and disclosure of
certain personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including
any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted
or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities
in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.



		 	 



		10.	If we are an individual resident in Canada, we acknowledge
that: (A) the Company or the agents may be required to provide personal information pertaining to us as required to be disclosed
in Schedule I of Form 45-106F1 Report of Exempt Distribution (“Form 45-106F1”) under NI 45-106 (including its
name, email address, address, telephone number and the aggregate purchase price paid by the purchaser) (“personal information”)
to the securities regulatory authority or regulator in the local jurisdiction (the “Regulator”); (B) the personal
information is being collected indirectly by the Regulator under the authority granted to it in securities legislation; and (C)
the personal information is being collected for the purposes of the administration and enforcement of the securities legislation;
and by purchasing the securities, we shall be deemed to have authorized such indirect collection of personal information by the
Regulator. Questions about the indirect collection of information should be directed to the Regulator in the local jurisdiction,
using the contact information set out below:



		 	 



		(a)	in Alberta, the Alberta Securities Commission, Suite
600, 250 - 5th Street SW, Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, toll free in Canada: 1-877-355-0585;



 






    Schedule B


     


    

 



		(b)	in British Columbia, the British Columbia Securities
Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Inquiries: (604) 899-6581,
toll free in Canada: 1-800-373-6393, Email: inquiries@bcsc.bc.ca;



		 	 



		(c)	in Manitoba, The Manitoba Securities Commission, 500
- 400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2548, toll free in Manitoba 1-800-655-5244;



		 	 



		(d)	in New Brunswick, Financial and Consumer Services Commission
(New Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2, Telephone: (506) 658-3060, toll free in Canada:
1-866-933-2222, Email: info@fcnb.ca;



		 	 



		(e)	in Newfoundland and Labrador, Government of Newfoundland
and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation Building, 2nd Floor, West Block, Prince Philip
Drive, St. John’s, Newfoundland and Labrador, A1B 4J6, Attention: Director of Securities, Telephone: (709) 729-4189,



		 	 



		(f)	in the Northwest Territories, the Government of the
Northwest Territories, Office of the Superintendent of Securities, P.O. Box 1320, Yellowknife, Northwest Territories X1A 2L9,
Attention: Deputy Superintendent, Legal & Enforcement, Telephone: (867) 920-8984;



		 	 



		(g)	in Nova Scotia, the Nova Scotia Securities Commission,
Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8, Telephone: (902) 424-7768;



		 	 



		(h)	in Nunavut, Government of Nunavut, Department of Justice,
Legal Registries Division, P.O. Box 1000, Station 570, 1st Floor, Brown Building, Iqaluit, Nunavut X0A 0H0, Telephone: (867) 975-6590;



		 	 



		(i)	in Ontario, the Inquiries Officer at the Ontario Securities
Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314, toll free in Canada: 1-877-785-1555,
Email: exemptmarketfilings@osc.gov.on.ca;



		 	 



		(j)	in Prince Edward Island, the Prince Edward Island Securities
Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8, Telephone: (902)
368-4569;



		 	 



		(k)	in Québec, the Autorité des marchés
financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Telephone:
(514) 395-0337 or 1-877-525-0337, Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers), fonds_dinvestissement@lautorite.qc.ca
(For investment fund issuers);



 






    Schedule B


     


    

 



		(l)	in Saskatchewan, the Financial and Consumer Affairs
Authority of Saskatchewan, Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Telephone: (306) 787-5879; and



		 	 



		(m)	in Yukon, Government of Yukon, Department of Community
Services, Law Centre, 3rd Floor, 2130 Second Avenue, Whitehorse, Yukon Y1A 5H6, Telephone: (867) 667-5314.



		 	 



		11.	We hereby represent, warrant, covenant and certify
that we are, or any party on whose behalf we are acting is, an “accredited investor” as defined in NI 45-106 or section
73.3(1) of the Securities Act (Ontario) by virtue of satisfying the indicated criterion below:



 


Please check the category that
applies:


 


	☐	 	a Canadian financial institution or a Schedule III bank of the Bank Act (Canada),
	☐	 	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
	☐	 	a subsidiary of any person or company referred to in paragraphs (a) or (b) if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
	☐	 	a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,
	 	 	[omitted]
	 	(e.1)	[omitted]
	☐	 	the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada,
	☐	 	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
	☐	 	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
	☐	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,
	 	 	[omitted]
	☐	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$5,000,000,
	 	 	[omitted]
	 	 	[omitted]
	☐	 	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
	☐	 	an investment fund that distributes or has distributed its securities only to
	 	 	a person that is or was an accredited investor at the time of the distribution,



 






    Schedule B


     


    

 


	 	 	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or
	 	 	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment],
	☐	 	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
	☐	 	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
	☐	 	a person acting on behalf of a fully managed account[1] managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
	☐	 	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
	☐	 	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function,
	☐	 	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
	☐	 	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
	☐	 	a person that is recognized or designated by the Commission as an accredited investor,
	☐	 	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.



 

		12.	We hereby represent, warrant, covenant and certify
that we are, or any party on whose behalf we are acting is, a “permitted client” by virtue of the criterion indicated
below,



 


Please check the category
that applies:





 


	 	q	(a)	a Canadian financial institution or a Schedule III bank;
	 	q	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);



 





 
















 



1
           A “fully managed account” means an account of a client for which a person makes the investment
decisions if that person has full discretion to trade in securities for the account without requiring the client’s express
consent to a transaction.


 










    Schedule B


     


    

 


	 	q	(c)	a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
	 	q	(d)	a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
	 	q	(e)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
	 	q	(f)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e);
	 	q	(g)	the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
	 	q	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
	 	q	(i)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec;
	 	q	(j)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
	 	q	(k)	a person or company acting on behalf of a managed account managed by person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
	 	q	(l)	
        an investment fund if one or both of the
        following apply:

         

        (i) the fund is managed by a person or
        company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

         

        (ii) the fund is advised by a person or
        company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

	 	q	(m)	in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	q	(n)	in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	q	(o)	a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	q	(p)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;



 






    Schedule B


     


    

 


	 	q	(q)	a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
	 	q	(r)	a person or company, other than an individual or an investment fund, that has net assets of at least C$25,000,000 as shown on its most recently prepared financial statements; or
	 	q	(s)	a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) through (r).


 






    Schedule B