Exhibit 10.5


 


FirstMark Acquisition Corp. II


 100 5th Avenue, 3rd Floor


New York, New York 10011


 


	FirstMark Sponsor II LLC	 	 	February 19, 2021	 




100 5th Avenue, 3rd Floor


New York, New York 10011


 


RE:       Securities
Subscription Agreement


 


Ladies and Gentlemen:


FirstMark Acquisition Corp. II, a Delaware
corporation (the “Company”), is pleased to accept the offer FirstMark Sponsor II LLC, a Delaware limited liability
company (the “Subscriber” or “you”), has made to purchase 5,750,000 shares of the Company’s
Class B common stock (the “Shares”), par value $0.0001 per share (“Class B Common Stock”),
up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial
public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment
Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock”
are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class
A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”),
shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to
adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities”
shall refer to the Shares and shall be deemed to include any shares of Class A Common
Stock issued upon conversion of the Shares. The terms on which the Company is willing to sell the Shares to the Subscriber, and
the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1.                 
Purchase of Shares.


 


For the sum of $25,000 (the “Purchase
Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues the Shares to the Subscriber,
and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions of Section 3, on the terms
and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement,
the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing
the Shares (the “Original Certificate”), or effect such delivery in book-entry form.


 




     


     


    

 


2.                 
 Representations, Warranties and Agreements.


 


2.1             
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Securities to the
Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1       
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon
or made any recommendation or endorsement of the offering of the Securities.


 


2.1.2       
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of
the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing
documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute,
rule or regulation to which the Subscriber is subject or (iv) any agreement, order, judgment or decree to which the Subscriber
is subject.


 


2.1.3       
Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good
standing under the laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the
Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and
subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4       
Experience, Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment
in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act (as
defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its own interests. The Subscriber must bear the economic risk of this investment until the Securities are sold pursuant
to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect
to such sale. The Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete loss
of the Subscriber’s investment in the Securities.


 


2.1.5        Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the
opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the
Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional
information to verify the accuracy of all information so obtained. In determining whether to make this investment, the
Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based
upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The
Subscriber understands that no person has been authorized to give any information or to make any representations which were
not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information in
making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 






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2.1.6       
 Private Placement. The Subscriber represents that it is an “accredited investor”
as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”),
and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited
investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state
law.


 


2.1.7       
Investment Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 under the Securities Act.


 


2.1.8       
Restrictions on Transfer; Shell Company. The Subscriber understands the Securities are being offered in a transaction
not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates
or book-entries representing the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise
transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The
Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent
to any such transfer, the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Securities. The Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale
of the Shares until at least one year following consummation of the initial business combination of the Company (which may not
occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9       
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required,
necessary or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


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


 


2.2.1        Organization
and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which
the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to
carry out the transactions contemplated by this Agreement.


 






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2.2.2       
 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Charter or bylaws of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to
which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3       
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities
will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof, the Subscriber will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Securities may be subject
which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c)
liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4       
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief
in connection with any transactions.


 


2.2.5       
Authorization. The shares of Class A Common Stock issuable upon conversion of the Shares have been duly authorized
and reserved for issuance upon such conversion.


 


3.                 
Forfeiture of Shares.


 


3.1             
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters
of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees
of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO
waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of
750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such
forfeiture, the aggregate number of Shares owned by the Subscriber (and any such transferees) will equal 20% of the issued and
outstanding Common Stock immediately following the IPO (not including Class A Common Stock issuable upon exercise of any warrants
or underlying any units or warrants issued in a private placement in connection with the IPO).


 


3.2              Termination
of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the
Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the
Company shall take such action as is appropriate to cancel such forfeited Shares.


 






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3.3             
Share Certificates. In the event an adjustment to the Original Certificates, if any, is required pursuant to this
Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable
upon its receipt of notice from the Company advising the Subscriber of such adjustment, following which a new certificate (the
 “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by
the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for
any uncertificated securities held by the Subscriber shall be made in book-entry form.


 


4.                 
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this
Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which
substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation
of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in
the event the Subscriber purchases securities in the IPO or in the aftermarket, any shares of Class A Common Stock so purchased
shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right
to redeem any shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an initial
business combination. For the avoidance of doubt, the foregoing shall not restrict the right of any affiliate of the Subscriber
to redeem any shares of Class A Common Stock purchased in the IPO or aftermarket by such affiliate of the Subscriber.


 


5.                 
Restrictions on Transfer.


 


5.1             
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly
known as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company
and other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any
part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and
applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company
has received, if requested by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the
Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2              Lock-up.
The Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”)
contained in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary
exceptions) not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities until the
earlier to occur of: (a) one year after the completion of the Company’s initial business combination, (b) if the last
sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial business combination and (c) the date on which the Company consummates a
liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Company’s initial
business combination that results in all of the Company’s stockholders having the right to exchange their shares of
Common Stock for cash, securities or other property.


 






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5.3             
Restrictive Legends. All certificates representing the Securities shall have endorsed thereon legends substantially
as follows:


 


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


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.” 


 


5.4             
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration
of an extraordinary dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration,
any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect
to any Securities subject to this Section 5 or into which such Securities thereby become convertible shall immediately be subject
to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made
to the number and/or class of Securities subject to this Section 5 and Section 3.


 


5.5             
Registration Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from
the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they
are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO
(the “Registration Rights Agreement”).


 


6.                 
Other Agreements.


 


6.1             
Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as
may reasonably be necessary to carry out the intent of this Agreement.


 


6.2              Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and
delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or
electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party, and (iii) by electronic mail, to the
electronic mail address most recently provided to such party or such other electronic mail address as may be designated in
writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of
delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing
if sent by mail.


 






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6.3             
Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber
and the Company and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration
Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used
to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4             
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written
agreement executed by all parties hereto.


 


6.5             
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or
consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.


 


6.6             
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the
prior written consent of the other party.


 


6.7             
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding
on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing
in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity
shall be regarded as a third-party beneficiary of this Agreement.


 


6.8             
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of the State of Delaware applicable to contracts wholly performed within the borders of such state.


 


6.9              Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained
in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of
this Agreement shall nevertheless remain in full force and effect.


 






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6.10         
 No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or
remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other
or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a
party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or demand.


 


6.11         
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this
Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution
and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12         
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other
financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such
a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from
any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming
to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such
claim.


 


6.13         
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14         
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof.


 


6.15          Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to
include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any
particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty,
or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating
to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will
not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.


 






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6.16         
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof
has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against
any party hereto.


 


7.                 
Voting and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination
that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect
to any of the Shares in connection with an initial business combination or any amendment to the Charter, as amended, prior to an
initial business combination. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented
to the Company’s stockholders in connection with an initial business combination negotiated by the Company.


 


8.                 
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in
this Agreement.


 


[Signature page follows]


 




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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	FIRSTMARK ACQUISITION CORP. II
	 	 	 	 
	 	 	 	By:	/s/
    Eric Cheung
	 	 	 	 	Name:	 Eric Cheung
	 	 	 	 	Title:	 Secretary
	 	 	 	 	 	 
	FIRSTMARK SPONSOR II LLC	 	 	 	 
	 	 	 	 	 	 
	By:	/s/
    Richard Heitzmann	 	 	 	 
	 	Name:	Richard Heitzmann	 	 	 	 
	 	Title: 	Sole Member	 	 	 	 



 


[Signature Page to Securities Subscription Agreement]