Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this [●] day of March, 2021, by and among Good Works Acquisition
Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). Defined
terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined
below).


 


WHEREAS, the Issuer,
Cipher Mining Technologies, Inc., a Delaware corporation (the “Company”), and the other parties named therein
will concurrently with the execution of this Subscription Agreement, enter into that certain Agreement and Plan of Merger, dated
as of the date hereof (as amended, amended and restated, modified, supplemented, or waived from time to time in accordance with
its terms, the “Merger Agreement”), pursuant to which the Issuer, its merger subsidiary and the Company shall
enter into a business combination transaction, with the Company surviving as the surviving entity, on the terms and subject to
the conditions set forth therein (together with the other transactions contemplated by the Merger Agreement, the “Transactions”);


 


WHEREAS, in connection
with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of shares of the common stock
of the Issuer, par value $0.001 per share (the “Common Stock”), set forth on Subscriber’s signature page
hereto (the “Shares”) for a purchase price of $10.00 per share, for the aggregate purchase price set forth on
Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to issue and sell to
Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer,
all on the terms and conditions set forth herein; and


 


WHEREAS, certain other
“qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”)) or institutional “accredited investors” (within the meaning of Rule 501(a) of Regulation D under the
Securities Act) (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription
agreements with the Issuer (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have
agreed to purchase Common Stock on the Closing Date at the same per share purchase price as the Subscriber, and the aggregate amount
of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as
of the date hereof, [●] shares of Common Stock and the aggregate value of the consideration received by the Issuer in connection
with the purchase and sale of the Shares equals $[●].


 


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


 


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


 


2. 
Representations, Warranties, and Agreements.


 


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


 


2.1.1 
Subscriber has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation, with power and authority to enter into, deliver, and perform its obligations under this Subscription
Agreement.


 




     


     


    

 


2.1.2 
 This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this
Subscription Agreement has been duly authorized, executed and delivered by the Issuer, this Subscription Agreement is the valid
and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited
or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating
to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity (including
concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.1.3 
The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the
property or assets of Subscriber or any of its subsidiaries, if any, pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, lease, license, or other agreement or instrument to which Subscriber or any of its subsidiaries, if any,
is a party, or by which Subscriber or any of its subsidiaries, if any, is bound or to which any of the property or assets of Subscriber
or any of its subsidiaries, if any, is subject, which would reasonably be expected to have an adverse effect on the ability of
Subscriber to enter into and timely perform its obligations under, this Subscription Agreement (a “Subscriber Material
Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber or any
of its subsidiaries, if any, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other
legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber
or any of its subsidiaries, if any, or any of their respective properties that would reasonably be expected to have a Subscriber
Material Adverse Effect.


 


2.1.4 
Subscriber 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 or
other person in connection with the execution, delivery and performance of this Subscription Agreement.


 


2.1.5 
Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
“accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) satisfying the applicable
requirements set forth on Schedule I attached hereto, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii)
acquiring the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares
as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer, and Subscriber
has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations, warranties, and agreements herein on behalf of each owner of each such account, and (iv) not acquiring the Shares
with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall
provide the requested information on Schedule I attached hereto). Subscriber is not an entity formed for the specific purpose
of acquiring the Shares.


 


2.1.6 
Subscriber is a sophisticated investor, experienced in investing in securities 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 has exercised independent judgment in evaluating its participation in the purchase of the Shares.


 




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2.1.7 
 Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the
meaning of the Securities Act and that the Shares have not been registered under the Securities Act. Subscriber understands that
the Shares may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement
under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales
that occur solely 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
entries representing the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not
be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares
will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able
to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period
of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or
transfer of any of the Shares.


 


2.1.8 
Subscriber understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, the
Company, the Placement Agents (as defined below) or any of their respective affiliates, officers or directors, expressly or by
implication, other than those representations, warranties, covenants, and agreements expressly set forth in this Subscription Agreement,
and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription
Agreement.


 


2.1.9 
Subscriber represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention
to dispose of or otherwise transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the
Shares.


 


2.1.10  2.1.10 If
Subscriber is an employee benefit plan that is subject to Title 1 of Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Shares will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISAthe Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”), or any applicable similar law. In making its decision to purchase the Shares, Subscriber represents that
it has relied solely upon independent investigation made by Subscriber and the Issuer’s representations, warranties and
agreements in Section 2.2 hereof. Without limiting the generality of the foregoing, Subscriber has not relied on any
statements or other information provided by anyone other than the Issuer concerning the Issuer, the Company or the Shares or
the offer and sale of the Shares. Subscriber acknowledges and agrees that Subscriber has received access to and has had an
adequate opportunity to review such financial and other information as Subscriber deems necessary in order to make an
investment decision with respect to the Shares, including with respect to the Issuer, the Company, and the Transactions and
has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the
Subscriber’s investment in the Shares. Subscriber acknowledges that it has reviewed the SEC Documents (as defined
below). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the
full opportunity to ask such questions, receive such answers, and obtain such information as Subscriber and such
Subscriber’s professional advisor(s), if any, have deemed reasonably necessary to make an investment decision with
respect to the Shares. Subscriber acknowledges that the Placement Agents (as defined below) and their respective directors,
officers, employees, representatives and controlling persons have made no independent investigation with respect to the
Issuer, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Subscriber by
the Issuer and/or the Company. Subscriber acknowledges that (i) it has not relied on any statements or other information
provided by any Placement Agent or any of the Placement Agents’ respective affiliates with respect to its decision to
invest in the Shares, including information related to the Issuer, the Company, the Shares and the offer and sale of the
Shares, (ii) none of the Placement Agents or any of their respective affiliates has prepared any disclosure or offering
document in connection with the offer and sale of the Shares and (iii) in connection with the issue and purchase of the
Shares, none of the Placement Agents has acted as the Subscriber’s financial advisor or fiduciary.


 






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2.1.11 
Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Issuer
or its representative. Subscriber has a pre-existing substantive relationship (as interpreted in guidance from the Commission (as
defined below) under the Securities Act) with the Issuer or its representative, and the Shares were offered to Subscriber solely
by direct contact between Subscriber and the Issuer or its representative. Subscriber did not become aware of this offering of
the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that it has not become aware
of this offering (i) by any form of general solicitation or general advertising, including methods described in Section 502(c)
of Regulation D under the Securities Act, or (ii) in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act or any state securities laws.


 


2.1.12 
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Shares. Subscriber is able to fend for itself in the transactions contemplated 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 Subscriber has sought
such accounting, legal, and tax advice as Subscriber has considered necessary to make an informed investment decision. The Subscriber
understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA
Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).


 


2.1.13 
Alone, or together with any professional advisor(s), if any, Subscriber has adequately analyzed and fully considered the
risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in
the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


2.1.14 
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Shares or made any findings or determination as to the fairness of an investment in the Shares.


 


2.1.15  Neither
Subscriber nor any of its directors, officers, employees or other persons acting on behalf of Subscriber for the purposes of
this Subscription Agreement is (i) a person or entity named on the List of Specially Designated Nationals and Blocked
Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List,
each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) or in any other Executive Order issued by the President of the United States and administered by
OFAC (collectively, “OFAC Lists”), or a person or entity prohibited by any OFAC sanctions program, (ii)
owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated,
established, located, resident or born in, or a citizen, national, or the government, including any political subdivision,
agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or
territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined
in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services
indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby, such
records as required by applicable law; provided, that Subscriber is permitted to do so under applicable law.
Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.),
as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures
reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its
investors against the OFAC sanctions programs, including the OFAC Lists. Subscriber further represents and warrants that, to
the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Shares were legally derived.


 






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2.1.16 
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4)
of ERISA), or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
local, non-U.S., or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying
assets are considered to include “plan assets” of any such plan, account, or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants
that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has acted as the Plan’s
fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Transaction
Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold,
or transfer the Shares.


 


2.1.17 
Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group”
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of
equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.18 
The Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction
or pursuant to any understanding with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option,
engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of
prime brokerage or other similar financing 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,
of the Common Stock or the Shares until the consummation of the Transactions (or such earlier termination of this Subscription
Agreement in accordance with its terms).


 


2.1.19 
 No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a
result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United
States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)
over the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.


 


2.1.20 
Subscriber has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section
3 will have, sufficient immediately available funds to pay the Purchase Price pursuant to Section 3. Subscriber is an
entity having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date the
Purchase Price would be required to be funded to the Issuer pursuant to Section 3.


 






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2.1.21 
The Subscriber hereby acknowledges that it has been informed that (a) each of J.P. Morgan Securities LLC (“J.P.
Morgan”) and Wells Fargo Securities, LLC (“Wells Fargo” and together with J.P. Morgan, in their respective
capacities as placement agents with respect to the issuance and sale of the Shares pursuant to this Subscription Agreement and
the Other Subscription Agreements, the “Placement Agents”) is each acting solely as Placement Agent in connection
with the Transactions and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary
for the undersigned, the Company or any other person or entity in connection with the Transactions, (b) the Placement Agents have
not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided
any advice or recommendation in connection with the Transactions, (c) the Placement Agents will have no responsibility with respect
to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions
or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) of any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects
of, or any other matter concerning the Company or the Transactions, and (d) the Placement Agents shall have no 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 Subscriber, the Company or any other person or entity), whether in contract, tort
or otherwise, to the Subscriber, or to any person claiming through the Subscriber, in respect of the Transactions.


 


2.1.22 
No broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection
with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer,
the Company or any of their respective subsidiaries.


 


2.2 
Issuer’s Representations, Warranties, and Agreements. For purposes of this Section 2.2, the term “Issuer”
shall refer to the Issuer as of the date hereof and, for purposes of only the representations contained in Sections 2.2.5,
2.2.9, 2.2.15, 2.2.17 and 2.2.18 and to the extent such representations and warranties are made as of the Closing, the combined
company after giving effect to the Transactions. To induce Subscriber to purchase the Shares, the Issuer hereby represents and
warrants to Subscriber and agrees with Subscriber as follows:


 


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


 






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2.2.2 
The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares will
be free and clear of any liens or other restrictions whatsoever in accordance with the terms of this Subscription Agreement and
registered with the Issuer’s transfer agent, 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 Issuer’s amended and
restated certificate of incorporation or under the DGCL or otherwise.


 


2.2.3 
This Subscription Agreement has been duly authorized and validly executed and delivered by the Issuer and, assuming that
this Subscription Agreement has been duly authorized, executed and delivered by Subscriber, is the valid and binding obligation
of the Issuer and is enforceable against the Issuer 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 (including concepts of materiality, reasonableness,
good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.2.4 
The execution, delivery, and performance of this Subscription Agreement (including compliance by the Issuer with all of
the provisions hereof), issuance and sale of the Shares, and the consummation of the Transactions and certain other transactions
contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets
of the Issuer or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease,
license, or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any
of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which
would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect
on the assets, business, results of operation or financial operations of the Issuer and its subsidiaries, taken as a whole (including
the combined company after giving effect to the Transaction), or prevents, materially impairs, materially delays or materially
impedes the legal authority of the Issuer to enter into and timely perform its obligations under this Subscription Agreement or
the Merger Agreement or to consummate the Transactions or the validity or enforceability of the Shares (collectively, an “Issuer
Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer
or any of its subsidiaries, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other
legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Issuer or any of its subsidiaries or any of its and their respective properties that would reasonably be expected to have an Issuer
Material Adverse Effect.


 


2.2.5  The
Issuer 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 or self-regulatory organization
in connection with the execution, delivery and performance of this Subscription Agreement or the Transactions (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) any filings required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws, (iv) filings required by Nasdaq Stock
Market LLC (“Nasdaq”), including with respect to obtaining Issuer stockholder approval, (v) consents,
waivers, authorizations or filings that have been obtained or made on or prior to the Subscription, and (vi) where the
failure of which to obtain would not reasonably be expected to have an Issuer Material Adverse Effect or have a material
adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the issuance and
sale of the Shares.


 






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2.2.6 
Concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription
Agreements providing for the sale of an aggregate of [●] Shares for an aggregate value equal to $[●] (including the
Shares purchased and sold under this Subscription Agreement). There are no Other Subscription Agreements, side letter agreements
or other agreements or understandings (including written summaries of any oral understandings) with any Other Subscriber or any
other investor or potential investor with respect to the purchase of equity securities of the Issuer (other than pursuant to the
Merger Agreement) which include economic terms that are materially more advantageous to any such Other Subscriber, investor or
potential investor (as compared to Subscriber).


 


2.2.7 
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription
Agreement and each of the Other Subscription Agreements, no registration under the Securities Act is required for the offer and
sale of the Shares by the Issuer to Subscriber and the Other Subscribers pursuant to the Other Subscription Agreements.


 


2.2.8 
The Issuer is, and since its date of incorporation, has been, operating in all material respects in a manner that is customary
for businesses similar to the Issuer, and the Issuer is conducting and, since its date of incorporation, has conducted its business
in material compliance with all applicable laws.


 


2.2.9 
The Issuer is in compliance with all applicable laws, except where such non-compliance would not have a Material Adverse
Effect. The Issuer has not received any written, or to its knowledge, other communication from a governmental entity that alleges
that the Issuer 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, individually or in the aggregate, have an Issuer Material Adverse Effect.


 


2.2.10 
The issued and outstanding shares of Common Stock of the Issuer are registered pursuant to Section 12(b) of the Exchange
Act and are listed for trading on the Nasdaq under the symbol “GWAC” (it being understood that the trading symbol will
be changed in connection with the Closing). There is no suit, action, proceeding or investigation pending or, to the knowledge
of the Issuer, threatened against the Issuer by Nasdaq or the Commission, respectively, to prohibit or terminate the listing of
the Issuer’s Common Stock on Nasdaq or to deregister the Common Stock under the Exchange Act. The Issuer has taken no action
that is designed to terminate, or that would reasonably be expected to result in the termination of the registration of the Common
Stock under the Exchange Act.


 


2.2.11  The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete
copy of each form, report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by the
Issuer with the Commission prior to the date of this Subscription Agreement (the “SEC Documents”). None of
the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription
Agreement, 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 light of the circumstances under which they were made, not misleading. The Issuer has timely filed each report, statement,
schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception
and through the date hereof. There are, and upon Closing there shall be, no material outstanding or unresolved comments in
comment letters from the Commission staff with respect to any of the SEC Documents.


 






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2.2.12 
The Proxy Statement (as defined in the Merger Agreement), when filed or, if amended, as of the date of such amendment with
respect to those disclosures that are amended, will not include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


2.2.13 
As of the date hereof and as of immediately prior to the Transactions, the authorized capital stock of the Issuer is 100,000,000
shares, consisting of (a) 100,000,000 shares of Common Stock, par value $0.001 per share, and (b) 1,000,000 shares of preferred
stock, par value $0.001 per share (the “Preferred Shares”). As of the date hereof: (i) no Preferred Shares are
issued and outstanding; (ii) 21,478,000 shares of Common Stock are issued and outstanding; and (iii) 8,614,000 warrants to purchase
shares of Common Stock (the “Warrants”) are outstanding. All (A) issued and outstanding shares of Common Stock
have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and
(B) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights.
Except as set forth above and pursuant to the Other Subscription Agreements and the Merger Agreement, there are no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any shares of Common Stock, or any other
equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of the Shares or the shares to be issued pursuant to any Other Subscription Agreement, that have
not been or will not be validly waived on or prior to the Closing Date.


 


2.2.14 
The Issuer 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.


 


2.2.15 
Neither the Issuer nor, to the knowledge of the Issuer, any of its officers, in their capacities as such, or the Company,
is the subject of or engaged in any action before a governmental authority, arbitration or other dispute resolution process before
a third party unrelated to the dispute, whether as claimant, defendant or otherwise, and no such litigation, arbitration or dispute
resolution process is pending or threatened in writing on the date hereof, in each case, that would, individually or in the aggregate,
reasonably be expected to have an Issuer Material Adverse Effect. As of the date hereof, the Issuer is not, nor to the knowledge
of the Issuer is any of its officers, in their capacities as such, or the Company, subject to any settlement agreements or arrangements,
whether written or oral, or is in discussions for a settlement or arrangement, regarding any disputes or claims, in each case,
that would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect. As of the date
of this Subscription Agreement, neither the Issuer nor the Company is a party to or subject to the provisions of any outstanding
or unsatisfied judgment, order, writ, injunction, decree or award of any governmental authority (except if generally applicable
without the Issuer being named therein) that would, individually or in the aggregate, reasonably be expected to have an Issuer
Material Adverse Effect.


 


2.2.16  Other
than to the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of
the Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create
any liability on Subscriber.


 






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2.2.17 
Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares,
and 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.


 


2.2.18 
Except as would not reasonably be expected to have an Issuer Material Adverse Effect, (i) the Issuer and its subsidiaries
own or possess valid and adequate rights to use any and all patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures) used in or necessary for the conduct of their
respective businesses as presently conducted and as described and as proposed to be conducted, in the SEC Documents, (ii) the conduct
of their respective businesses does not conflict in any material respect with any such rights of others, and (iii) the Issuer and
its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of, or conflict
with, any intellectual property right of others.


 


2.2.19 
Since its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of its representatives, have
directly or indirectly paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any
monies or anything of value to any national, provincial, municipal or other government official or any political party or candidate
for political office for the purpose of influencing any act or decision of such official or of any governmental authority to obtain
or retain business, or direct business to any person or to secure any other improper benefit or advantage in each case in violation
in any material respect any Anti-Corruption Laws (as defined in the Merger Agreement). The Issuer (x) has instituted policies and
procedures designed to ensure compliance with the Anti-Corruption Laws and other anti-bribery, anti-corruption and anti-money
laundering laws in each jurisdiction in which the Issuer operates and (y) has maintained such policies and procedures in force.
To the Issuer’s knowledge, no government official nor any of his or her immediate family members is an officer or director
or owns any securities of the Issuer. Since its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge,
any of its representatives, has, or is presently or has agreed to become, engaged in any conduct that violates in any material
respect any applicable Anti-Corruption Laws. Since its date of incorporation, to the Issuer’s knowledge, the Issuer is not
conducting and has not conducted, directly or indirectly, any business (including, without limitation, sales, reselling, licensing
or sub-licensing arrangements, funding, making payments, procuring, insurance or otherwise providing assistance or support
in connection with operations, business or any other activity) with or for the direct or indirect benefit of or on behalf of any
Sanctioned Person (as defined in the Merger Agreement), nor otherwise violated any applicable Sanction (as defined in the Merger
Agreement) or Ex-Im Law (as defined in the Merger Agreement).


 


2.2.20 
As of the date hereof, all representations and warranties of the Company that are contained in the Merger Agreement are
true and correct in all material respects, to the knowledge of the Issuer after due inquiry.


 






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3. 
Settlement Date and Delivery; Closing Conditions.


 


3.1.1 
 The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially
concurrent consummation of the Transactions and shall occur immediately prior to and is conditional upon the subsequent occurrence
of, consummation of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing
Notice”) at least four (4) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing
of the Transactions to be satisfied or waived (the “Expected Closing Date”), Subscriber shall deliver to the
Issuer, no later than one (1) Business Day prior to the Expected Closing Date, (x) the Purchase Price for the Shares by wire transfer
of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds
to be held by the Issuer in escrow until the Closing and (y) such information as is reasonably requested in the Closing Notice
in order for the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are
to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed
Internal Revenue Service Form W-8. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the
Expected Closing Date, the Issuer shall return the Purchase Price (which shall not include, for the avoidance of doubt, the accrual
of any interest) to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified
by Subscriber. Notwithstanding such return, Subscriber shall remain obligated to redeliver funds representing the Purchase Price
to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice. Unless otherwise agreed by the Company
in writing, the Issuer shall deliver the Closing Notice at least four (4) Business Days prior to the date of the Special Meeting.
At the Closing, the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other
restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other
agreement between the Issuer and the Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions)
and (ii) a copy of the records of the Issuer’s transfer agent showing the Subscriber (or such nominee or custodian) as the
owner of the Shares on and as of the Closing. For purposes of this Subscription Agreement, “Business Day” means
a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by
law to close. Upon delivery in book-entry form of the Shares to the Subscriber (or its nominee, if applicable), the Purchase Price
may be released from escrow.


 


3.1.2 
The obligations of the Issuer to consummate the transactions contemplated hereunder are subject to the satisfaction (or
waiver by the Issuer in writing) of the conditions that, at the Closing:


 


(1) 
all representations and warranties of the Subscriber 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 Closing, and consummation of the Closing shall constitute
a reaffirmation by the Subscriber of each of the representations, warranties and agreements of such party contained in this Subscription
Agreement as of the Closing; and


 


(2) 
Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this
Subscription Agreement required to be performed or complied with at or prior to the Closing, except where the failure of such performance
or compliance would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber
to consummate the Closing.


 




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3.1.3 
 The obligations of the Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction
(or waiver by the Subscriber in writing) of the conditions that, at the Closing:


 


(1) 
all representations and warranties of the Issuer 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 an Issuer Material Adverse
Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing, and consummation
of the Closing shall constitute a reaffirmation of each of the applicable representations, warranties and agreements of the Issuer
and the combined company contained in this Subscription Agreement as of the Closing;


 


(2) 
the Issuer shall have performed or complied in all material respects with all agreements and covenants required by this
Subscription Agreement required to be performed or complied with at or prior to the Closing, except where the failure of such performance
or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the
Issuer to consummate the Closing;


 


(3) 
no suspension of the qualification of the Common Stock for offering or sale or trading in any jurisdiction, or initiation
or threatening of any proceedings for any such purposes shall have occurred, and the Shares shall have been approved for listing
on Nasdaq (subject to official notice of issuance); and


 


(4) 
the Merger Agreement shall not have been amended to, and there shall have been no waiver or modification to the Merger Agreement
that would, materially and adversely affect the undersigned relative to the economic benefits that the Subscriber would reasonably
expect to receive under this Subscription Agreement without the Subscriber’s prior written consent.


 


3.1.4 
The obligations of each of the Issuer and the Subscriber to consummate the transactions contemplated hereunder are subject
to the satisfaction of the conditions that, at the Closing:


 


(1) 
no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law,
rule, regulation, judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of
making the Subscription illegal or otherwise prohibiting consummation of the Subscription;


 


(2) 
all conditions precedent to the closing of the Transactions set forth in the Merger Agreement, including all necessary approvals
of the Issuer’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions
that may only be satisfied at the closing of the Transactions, but subject to the satisfaction or waiver of such conditions as
of the closing of the Transactions); and


 


(3) 
the Transactions shall have been or will be consummated concurrently with the Closing.


 




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4. 
 Registration Statement.


 


4.1 
The Issuer agrees that, within thirty (30) calendar days after the consummation of the Transactions (the “Filing
Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement
(the “Registration Statement”) registering the resale of the Shares (the “Registrable Securities”),
and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof (such date, the “Effectiveness Date”); provided, however, that the
Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing
a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required
by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the
intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber
shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a
selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness
or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided that the
Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject
to any contractual restriction on the ability to transfer the Shares. Any failure by the Issuer to file the Registration Statement
by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of
its obligations to file or effect the Registration Statement as set forth above in this Section 4. Unless required under
applicable laws and Commission rules, in no event shall the Subscriber be identified as a statutory underwriter in the Registration
Statement; provided, that if the Subscriber is required to be so identified as a statutory underwriter in the Registration Statement,
the Subscriber will have an opportunity to withdraw its Registrable Securities from the Registration Statement.


 


4.2 
In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense, the Issuer shall:


 


4.2.1 
except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under
state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the
applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions,
until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities; (ii) the date all Registrable Securities
held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale
restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance
with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) three years from
the date of the effectiveness of the Registration Statement;


 


4.2.2 
advise Subscriber as expeditiously as reasonably possible (and not later than within three (3) Business Days)::


 


(a) when
a Registration Statement or any post-effective amendment thereto has become effective;


 




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(b) after
it shall receive notice or obtain knowledge thereof, 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;


 


(c) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(d) 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 Issuer shall not, when so advising Subscriber of such events, provide Subscriber
with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the
occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer;
Subscriber hereby consents to receipt of any material, non-public information with respect to the occurrence of the events listed
in (a) through (d) above;


 


4.2.3 
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


4.2.4 
upon the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use
its commercially reasonable 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 Registrable Securities 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; and


 


4.2.5 
use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any,
on which the Issuer’s Common Stock is then listed.


 


4.3 
Notwithstanding anything to the contrary in this Subscription Agreement, if the Commission prevents the Issuer 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 of the Shares by the Subscriber, the Registration Statement shall register for resale 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 and as promptly
as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Issuer shall use
commercially reasonable efforts to amend the Registration Statement or file a new Registration Statement to register such Shares
not included in the initial Registration Statement.


 




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4.4 
 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone
the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration
Statement or to suspend the effectiveness thereof, if it determines that in order for the Registration Statement not to contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not
misleading, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in
a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a transaction by Issuer
or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Issuer’s board of directors
reasonably believes would require additional disclosure by Issuer in the Registration Statement of material information that Issuer
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 Issuer’s board of directors to cause the Registration Statement to
fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”);
provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two (2) occasions
or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any
twelve (12) month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the
period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related
prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus)
not misleading, Subscriber agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration
Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer 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 Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality
of any information included in such written notice delivered by the Issuer as required by law. If so directed by the Issuer, Subscriber
will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares
in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of
the prospectus covering the Shares shall not apply (1) to the extent 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 (2) to copies stored electronically on archival servers as a result of automatic
data back-up.


 


5. 
Termination. Except for the provisions of this Section 5 and Section 6, which shall survive any termination
hereunder, this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (i) the Merger Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written agreement
of the Company and each of the parties hereto to terminate this Subscription Agreement and (iii) the date that is six months from
the date hereof, if the Closing has not occurred by such date;; provided, that nothing herein will relieve any party from
liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law
or in equity to recover losses, liabilities, or damages arising from such breach. The Issuer shall promptly notify Subscriber of
the termination of the Merger Agreement promptly after the termination of such agreement (if applicable), and any monies paid by
the Subscriber to the Issuer in connection herewith shall promptly (and in any event within one (1) Business Day) following a termination
be returned to the Subscriber without any deduction for or on account of any tax withholding, charges or set-off, in each case,
to the extent permitted by law.


 




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6. 
Miscellaneous.


 


6.1 
Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order, or cause to be taken, all things necessary, proper or
advisable to consummate the Subscription as contemplated by this Subscription Agreement on the terms and conditions described herein
no later than immediately prior to the Closing.


 


6.1.1 
Subscriber acknowledges that the Issuer, the Company, and others will rely on the acknowledgments, understandings, agreements,
representations, and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees
to promptly notify the Issuer and the Company if any of the acknowledgments, understandings, agreements, representations, and warranties
set forth herein are no longer accurate in all material respects.


 


6.1.2 
Each of the Issuer, Subscriber, and the Company is entitled to rely upon this Subscription Agreement and is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


6.1.3 
The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate
the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably
requested to the extent readily available and to the extent consistent with its internal policies and procedures; provided that
the Issuer expressly agrees to keep any such information provided by the Subscriber confidential, except as required by the applicable
securities laws or pursuant to proceedings of regulatory authorities.


 


6.1.4 
Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.


 


6.1.5 
Each of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things
necessary, proper, or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions
described therein no later than immediately prior to the consummation of the Transactions.


 


6.2 
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and
shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other
rejection notice, if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such
other address or addresses as such person may hereafter designate by notice given hereunder:


 


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



 




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		(b)	if to the Issuer, to:


 


Good Works Acquisition Corp.

4265 San Felipe


Houston, TX 77027

Attention: Cary Grossman

Email: cgrossman@shorelinecapitaladvisors.com


 


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


 


Schiff Hardin LLP


901 K Street NW Suite 700


Washington, DC 20001]

Attention: Ralph De Martino

Email: rdemartino@schiffhardin.com


 


		(c)	if to the Company, to:



 


Cipher Mining
Technologies Inc.


222 Purchase Street, #290


Rye, NY 10580


United States of America


 


Attn: 
Tyler Page

E-mail: Tyler.page@ciphermining.com  


 


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


 


Latham & Watkins (London) LLP


99 Bishopsgate


London, EC2M 3XF


United Kingdom

Attn:   J. David Stewart


             Ryan
Maierson


E-mail:  j.david.stewart@lw.com


ryan.maierson@lw.com


 


6.3 
Entire Agreement. 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,
including any commitment letter entered into relating to the subject matter hereof.


 


6.4 
Modifications; Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived
(i) except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement,
or waiver is sought and (ii) without the prior written consent of the Company. No failure or delay of either party in exercising
any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other
or further exercise thereto or the exercise of any other right or power.


 




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6.5 
 Assignment. Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to the
parties hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior
written consent of each of the Company and the other party hereto (other than the Shares acquired hereunder and then only in accordance
with this Subscription Agreement).


 


6.6 
Benefit.


 


6.6.1 
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. The parties hereto agree that
each of the Company and its subsidiaries are express third-party beneficiaries (the “Beneficiaries”) of this
Subscription Agreement. Each of the parties hereto acknowledge and agree that (i) each of the Beneficiaries shall be entitled to
seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific
performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription
Agreement to cause the Issuer to cause, or directly cause, Subscriber to fund the Purchase Price and cause the Closing to occur
substantially concurrently with the Transactions, and (ii) without in any way limiting the foregoing, the Company is an express-third
party beneficiary of Sections 3 (Closing), 5, (Termination), 6.1 (Further Assurances),
6.4 (Modifications and Amendments), 6.5 (Assignment), 6.11 (Remedies) and 7.2
(Cleansing Statement; Disclosure ) and shall be entitled to seek and obtain equitable relief, without proof of actual damages,
including an injunction or injunctions or order for specific performance to prevent breaches of its rights referenced therein.
Each party hereto further agrees that each of the Beneficiaries is an express third-party beneficiary of this Section 6.6
and that none of the parties hereto or any of the Beneficiaries shall be required to obtain, furnish, or post any bond or similar
instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.6.1, and each party
hereto irrevocably waives any right it may have to require the obtaining, furnishing, or posting of any such bond of similar instrument.


 


6.6.2 
Each of the Issuer and Subscriber acknowledges and agrees that (i) this Subscription Agreement is being entered into in
order to induce each of the parties to the Merger Agreement to execute and deliver the Merger Agreement and without the representations,
warranties, covenants, and agreements of the Issuer and Subscriber hereunder, the Company would not enter into the Merger Agreement,
and (ii) each representation, warranty, covenant, and agreement of the Issuer and Subscriber hereunder is being made also for the
benefit of the Company and the Beneficiaries.


 


6.6.3 
Each of the Issuer and Subscriber further acknowledge and agree that the Placement Agents are third-party beneficiaries
of the representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement.


 


6.7 
Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of
or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort, or any other theory) or the negotiation,
execution, performance, or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the
internal laws of the State of Delaware, including its statute of limitations, without giving effect to principles or rules of conflicts
of law thereof to the extent they would require or permit the application of laws or statute of limitations of another jurisdiction.


 




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6.8 
 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction
and venue of the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter
that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard
in the U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen
Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives,
and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the
Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii)
such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum,
or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding
in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service
guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant
to Section 6.2, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner
of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause
of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the
Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL
BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO
PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT.
FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH
A JURY TRIAL CANNOT BE WAIVED.


 


6.9 
Severability. If any provision of this Subscription Agreement shall be invalid, illegal, or unenforceable, the validity,
legality, or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired
thereby and shall continue in full force and effect.


 


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


 






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6.11 
Remedies.


 


6.11.1  The
parties agree that the Issuer and the Beneficiaries would suffer irreparable damage if this Subscription Agreement was not
performed or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money
damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the Issuer
and each of the Beneficiaries shall be entitled to equitable relief, including in the form of an injunction or injunctions,
to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section
6.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money
damages. The right to specific enforcement shall include the right of the Issuer and each of the Beneficiaries to cause the
parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and
limitations set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to directly enforce
each of the covenants and agreements of Subscriber under this Subscription Agreement). The parties hereto further agree (i)
to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to
assert that a remedy of specific enforcement pursuant to this Section 6.11 is unenforceable, invalid, contrary to
applicable law, or inequitable for any reason, and (iii) to waive any defenses in any action for specific performance,
including the defense that a remedy at law would be adequate. In connection with any Action for which any of the
Beneficiaries is being granted an award of money damages, each of the Issuer and Subscriber agrees that such damages, to the
extent payable by such party, shall include, without limitation, damages related to the cash consideration that is or was to
be paid to the Company and any Pre-Closing Holder under the Merger Agreement and/or in connection with this Subscription
Agreement and such damages are not limited to an award of out-of-pocket fees and expenses related to the Merger Agreement
and/or this Subscription Agreement.


 


6.11.2 
The parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby
and without that right, the parties hereto would not have entered into this Subscription Agreement.


 


6.11.3 
In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument, or
certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award
to the prevailing party, if any, the reasonable and documented out-of-pocket costs and attorneys’ fees reasonably incurred
by the prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any
other agreement, document, instrument, or certificate contemplated hereby, and, if the adjudicating body determines a party to
be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims,
the adjudicating body may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably
incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription
Agreement or any other agreement, document, instrument, or certificate contemplated hereby or thereby.


 


6.12 
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this
Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior
to the consummation of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall
survive the consummation of the Transactions and remain in full force and effect.


 


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


 




    20


     


    

 


6.14 
 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, email, 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 words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Subscription Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty,
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts, and purchase prices shall be
appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization, or the like occurring after
the date hereof.


 


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


 


7. 
Cleansing Statement; Disclosure.


 


7.1 
The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this
Subscription Agreement, issue one (1) 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 and by the Other Subscription
Agreements and the Transactions and any other material, nonpublic information that the Issuer, the Company, any of their respective
subsidiaries or any of their respective officers, directors, employees, affiliates or agents has provided to the Subscriber at
any time. prior to the filing of such Disclosure Document. As of immediately following the filing of the Disclosure Document, to
the knowledge of the Issuer, the Subscriber shall not be in possession of any material, non-public information received from the
Issuer, the Company, any of their respective subsidiaries or any of their respective officers, directors, employees, affiliates
or agents that is not disclosed in the Disclosure Document or in prior filings with the Commission. In addition, effective upon
the filing of the Disclosure Document, the Issuer acknowledges and agrees that any and all confidentiality obligations under any
agreement, whether written or oral, between the Issuer or any of its agents, on the one hand, and the Subscriber or any of its
affiliates, on the other hand, shall terminate and be of no further force or effect.


 


7.2  Subscriber
hereby consents to the publication and disclosure in (i) the Form 8-K filed by the Issuer with the Commission in connection
with the execution and delivery of the Merger Agreement, the Proxy Statement, or any other filing with the Commission
pursuant to applicable securities laws, in each case, as and (ii) to the extent required by the federal securities laws or,
exchange rules, the Commission or any other securities authorities, and (ii) any other filings,documents or communications
provided by the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as and
to the extent required by applicable law or the Commission or any other governmental authority, of Subscriber’s name
and identity and the nature of Subscriber’s commitments, arrangements, and understandings under and relating to this
Subscription Agreement and, if deemed required or appropriate by the Issuer and/or the Company, a copy of this Subscription
Agreement. Subscriber will promptly provide any information reasonably requested by the Issuer and/ or the Company for any
regulatory application or filing made or approval sought in connection with the Transactions (including filings with the
Commission). Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not (and shall cause
the Company not to), without the prior written consent of the Subscriber, publicly disclose the name of the Subscriber or any
of its affiliates or advisers, or include the name of the Subscriber or any of its affiliates or advisers, in any press
release or marketing materials.


 






    21


     


    

 


8. 
Trust Account Waiver. Subscriber acknowledges that the Issuer has established a trust account containing the proceeds
of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon,
the “Trust Account”). Subscriber agrees that (i) it has no right, title, interest, or claim of any kind in or
to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest, or claim of
any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription
Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with
this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s
right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities
of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect
to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement,
Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property
or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement
and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber
further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber,
in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against
the funds held in the Trust Account or distributions therefrom or any of the Issuer’s stockholders, whether in the form of
monetary damages or injunctive relief, Subscriber shall be obligated to pay to the Issuer all of its legal fees and costs in connection
with any such action in the event that the Issuer prevails in such action or proceeding.


 


9. 
Waiver of Sovereign Immunity. With respect to the liability of Subscriber to perform its obligations under this Agreement,
with respect to itself or its property, Subscriber:


 


9.1 
agrees that, for purposes of the doctrine of sovereign immunity, the execution, delivery, and performance by it of this
Agreement constitutes private and commercial acts done for private and commercial purposes;


 


9.2 
agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement
or any transaction contemplated by this Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity
on the basis of sovereignty in respect of its obligations under this Agreement, and no immunity from such proceedings (including,
without limitation, immunity from service of process from suit, from the jurisdiction of any court, from an order or injunction
of such court, or the enforcement of same against its assets) shall be claimed by or on behalf of such party or with respect to
its assets;


 


9.3 
waives, in any such proceedings, to the fullest extent permitted by law, any right of immunity which it or any of its assets
now has or may acquire in the future in any jurisdiction;


 




    22


     


    

 


9.4 
 subject to the terms and conditions hereof, consents generally in respect of the enforcement of any judgment or award against
it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such
proceedings (including, without limitation, pre-judgment attachment, post judgment attachment, the making, enforcement, or execution
against or in respect of any assets whatsoever irrespective of their use or intended use of any order or judgment that may be made
or given in connection therewith); and


 


9.5 
specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of
the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular
premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets
or property of the Subscriber.]1


 


10. 
Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other
similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration
are available to holders of the Issuer’s common stock and for so long as the Subscriber holds Shares, the Issuer agrees to
use commercially reasonable efforts to:


 


10.1.1 
make and keep public information available, as those terms are understood and defined in Rule 144;


 


10.1.2 
file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities
Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and


 


10.1.3 
furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true,
that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such
other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


If in the opinion of
counsel to the Issuer, it is then permissible to remove the restrictive legend from the Shares pursuant to Rule 144 under the Securities
Act, then at Subscriber’s request, the Issuer will request its transfer agent to remove the legend set forth in Section
2.1.7. In connection therewith, if reasonably required by the Issuer’s transfer agent, the Issuer will, at Subscriber’s
sole expense, reasonably promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together
with any other authorizations, certificates, and directions required by the transfer agent from the Issuer or Subscriber that authorize
and direct the transfer agent remove the restrictive legend from such Shares; provided, that, notwithstanding the foregoing,
the Issuer will not be required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes
that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.


 


[Signature Pages Follow]


 


 





 






		1	Note to Draft: To be included for all sovereign
wealth or similar investors.


 




    23


     


    

 


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


 


	 	GOOD WORKS ACQUISITION CORP.
	 	 	 
	 	By: 	                                 
	 	Name: 	 
	 	Title: 	 




 


[Signature Page to Subscription Agreement]


 




     


     


    

 


Accepted and agreed this [●] day
of [●], 2021.


 


	SUBSCRIBER:	 	 	 
	 	 	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 	 	 
	By:	                                 	 	By:	                  
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date: [●], 2021	 	 	 
	 	 	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 	 	 
	 	 	 
	(Please print. Please indicate name and capacity of person signing above.)	 	(Please print. Please indicate name and capacity of person signing above.)
	 	 	 	 	 
	 	 	 	 
	Name in which securities are to be registered (if different from the name of Subscriber listed directly above.)	 	 	 
	 	 	 	 	 
	Email Address:	 	 	 
	 	 	 	 	 
	 	 	 	 
	If there are joint investors, please check one:	 	 	 
	 	 	 	 	 
	☐ Joint Tenants with Rights of
    Survivorship	 	 	 
	☐ Tenants-in-Common	 	 	 
	☐ Community Property	 	 	 


 


 


	Subscriber’s EIN: 	 	 	Joint Subscriber’s EIN: 	 
	 	 	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 	 	 
	 	 	 
	 	 	 
	City, State, Zip	 	 	City, State, Zip	 


 


 


	Attn:	              	 	Attn:	                 
	 	 	 	 	 
	Telephone No.: 	 	 	Telephone No.: 	 
	 	 	 	 	 
	Facsimile No.: 	 	 	Facsimile No.:	 
	 	 	 	 	 
	Aggregate Number of Shares subscribed for:	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	Aggregate Purchase Price:	 	 	 



 


	$ 	 	 	 	 


 


You must pay the Purchase
Price by wire transfer of U.S. $ in immediately available funds, to be held in escrow until the Closing, to the account specified
by the Issuer in the Closing Notice.


 


[Signature Page to Subscription Agreement]


 




     


 


 


     


    

 


SCHEDULE I




ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	 ☐ We are a “qualified institutional buyer” (as defined in Rule 144A under
                                                              the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)) and have
                                                              marked and initialed the appropriate box on the following pages indicating the provision under which we qualify as a
                                                              QIB.



 


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



 


*** OR ***


 


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



 


		2.	☐ We are not a natural person.



 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


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


 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 




     


     


    

 


The Subscriber is a “qualified institutional
buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following
categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):


 


☐  The
Subscriber is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate
owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber
and:


 


☐  is
an insurance company as defined in section 2(a)(13) of the Securities Act;


 


☐  is
an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
or any business development company as defined in section 2(a)(48) of the Investment Company Act;


 


☐  is
a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended (“Small Business Investment Act”);


 


☐  is
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;


 


☐  is
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);


 


☐  is
a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans 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, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that
include as participants individual retirement accounts or H.R. 10 plans;


 


☐  is
a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment
Advisers Act”);


 


☐  is
an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue
Code”), corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other
institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution),
partnership, or Massachusetts or similar business trust; or


 


☐  is
an investment adviser registered under the Investment Advisers Act;


 


☐  The
Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns
and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the Subscriber;


 


☐  The
Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf
of a qualified institutional buyer;


 






     


     


    

 


☐  The Subscriber is an investment
company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional
buyers, that is part of a family of investment companies2 which own in the aggregate at least $100 million in securities
of issuers, other than issuers that are affiliated with Subscriber or are part of such family of investment companies;


 


☐  The
Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the
accounts of other qualified institutional buyers; or


 


☐  The
Subscriber is 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, or any foreign bank or savings and loan association or equivalent institution,
acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and that has an
audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than
16 months preceding the date of sale of securities in the case of a US bank or savings and loan association, and not more than
18 months preceding the date of sale of securities for a foreign bank or savings and loan association or equivalent institution.


 


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


 


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



 


		☐	Any broker or dealer registered pursuant to section 15 of the Exchange Act;



 


		☐	Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940
or registered pursuant to the laws of a state;



 


		☐	Any investment adviser relying on the exemption from registering with the Commission under section
203(l) or (m) of the Investment Advisers Act of 1940;



 


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



 


		☐	Any investment company registered under the Investment Company Act or a business development company
as defined in section 2(a)(48) of the Investment Company Act;



 


		☐	Any Small Business Investment Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act;



 


		☐	Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural
Development Act;



 


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



 


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



 


 





 






		2	“Family of investment companies”
means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose
assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in
the case of unit investment trusts, the same depositor); provided that, (a) each series of a series company (as defined in Rule
18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment companies shall
be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same
parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s
adviser (or depositor)





 







     


     


    

 


		☐	Any private business development company as defined in section 202(a)(22) of the Investment Advisers
Act;



 


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



 


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



 


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



 


		☐	Any entity, of a type not listed in paragraphs a(1), a(2), a(3), a(7), or (a)(8) of Rule 501(a)
of Regulation D under the Securities Act, not formed for the specific purpose of acquiring the securities offered, owning investments
in excess of $5,000,000; or



 


		☐	Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers
Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring
the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in
financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.



 


☐ Any
natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million.


 


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


 


☐ Any
entity in which all of the equity owners are accredited investors as determined under any of the two immediately preceding sections
above.