Exhibit
10.2


 


FORM
OF SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2020, by and among Insurance
Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature
page hereto (“Subscriber”).


 


WHEREAS,
the Issuer is concurrently with the execution and delivery hereof entering into an Agreement and Plan of Merger, in the form attached
as Exhibit A hereto, by and among the Issuer, IAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Issuer
(“Merger Sub”), and Shift Technologies, Inc., a Delaware corporation (“Shift”) (the “Merger
Agreement”), whereby the parties intend to effect the merger of Shift with and into Merger Sub, with Merger Sub continuing
as the surviving entity, on the terms and subject to the conditions set forth therein (the “Transactions”);


 


WHEREAS,
to finance a portion of the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of shares
of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Shares”), as
set forth on the signature page hereto (the “Acquired Shares”) for a purchase price of $10.00 per share and
an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer desires
to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber
to the Issuer on or prior to the Closing (as defined below);


 


WHEREAS,
to finance a portion of the Transactions, 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”
(as such term is defined in Rule 501 under the Securities Act), have (severally and not jointly) entered into separate subscription
agreements with the Issuer (the “Other Subscription Agreements”), pursuant to which such investors have agreed
to purchase Class A Shares on the Closing Date at the Purchase Price; and


 


WHEREAS,
the aggregate amount of Class A Shares to be sold by Issuer pursuant to this Subscription Agreement and the Other Subscription
Agreements equals 18,500,000 Class A Shares.


 


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, 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 Acquired Shares (such subscription
and issuance, the “Subscription”). 


 


2. 
Closing.


 


a. 
The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transactions and shall occur immediately prior thereto. Not less than five (5) business days prior to
the scheduled closing date of the Transactions (the “Closing Date”), the Issuer shall provide written notice
to Subscriber (the “Closing Notice”) of such Closing Date. Subscriber shall deliver to the Issuer on or before
the Closing Date (as specified in the Closing Notice or otherwise agreed to by the Issuer and the Subscriber) the Purchase Price
for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (i) to the account specified by the Issuer
in the Closing Notice, to be held in a third-party escrow account (the “Escrow Account”) prior to the Closing
Date for the benefit of the Subscriber until the Closing Date, pursuant to the terms of a customary escrow agreement to be entered
into by the Subscriber, the Issuer and the escrow agent selected by the Issuer (the “Escrow Agent”) or (ii)
to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement
Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry
(or if requested by the Subscriber in writing at a reasonable time in advance of the Closing, certificated) form, free and clear
of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state
or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian
designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer
Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s
Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s
Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall
release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur
within two (2) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and
the Subscriber, the Escrow Agent or the Issuer, as applicable, shall promptly (but not later than one (1) business day thereafter)
return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified
by Subscriber, and any book entries or share certificates shall be deemed cancelled and any share certificates shall be promptly
(but not later than one (1) business day thereafter) returned to the Issuer.


 






     


     


    

 


b. 
The Closing shall be subject to the conditions that, on the Closing Date:


 


(i) 
solely with respect to Subscriber, the representations and warranties made by the Issuer (other than the representations and warranties
set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and
correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of
an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations
and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects
as of the Closing Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section
3(c) and Section 3(h) shall be true and correct in all respects as of the Closing Date (other than those representations
and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date), in each
case without giving effect to the consummation of the Transactions;


 


(ii) 
solely with respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall
be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly
made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations
and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects
as of the Closing Date), in each case without giving effect to the consummation of the Transactions;


 


(iii) 
solely with respect to Subscriber, the Issuer shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior
to the Closing;


 


(iv) 
no governmental authority having jurisdiction shall have enacted, issued, promulgated, enforced or entered any material judgment,
order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining,
enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement;


 


(v) 
no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or
removal from listing of the Acquired Shares on Nasdaq and no initiation or threatening of any proceedings for any of such purposes
or delisting, shall have occurred;


  


(vi) 
solely with respect to Subscriber, no amendment or modification of the Merger Agreement shall have occurred that would reasonably
be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably be expected to receive
under this Subscription Agreement, including, without limitation, any material amendment or waiver of any representation or covenant
of the Issuer or Shift relating to the financial position or outstanding indebtedness of the Issuer or Shift;


 


(vii)
No Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement) shall have occurred between
the date of the Merger Agreement and the Closing Date and be continuing; and


 



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


 


c. 
At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the
parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.


 


3. 
Issuer Representations and Warranties. The Issuer represents and warrants that:


 


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


 


b. 
The Acquired Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired
Shares in accordance with the terms of this Subscription Agreement and registered with the Transfer Agent, the Acquired 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 certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


c. 
This Subscription Agreement, the Merger Agreement and the Other Subscription Agreements (collectively, the “Transaction
Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that the Transaction Documents
constitute the valid and binding agreement of the other parties thereto, are valid and binding obligations of the Issuer, and
are enforceable against it in accordance with their terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


d. 
The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents, including the issuance
and sale of the Acquired Shares and the consummation of the other transactions contemplated hereby and thereby, will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the
Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject; (ii) the
organizational documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties
that, in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on the business, properties,
assets, liabilities, operations, condition (including financial condition), stockholders’ equity or results of operations
of the Issuer or materially and adversely affect the validity of the Acquired Shares or the legal authority or ability of the
Issuer to perform in any material respects its obligations hereunder (a “Material Adverse Effect”).


  


e. 
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 (i) the Acquired Shares or (ii) 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, including such provisions
in the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Shares”), pursuant
to the terms of the Issuer’s certificate of incorporation.


 






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


 


g. 
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, self-regulatory organization or other
person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without
limitation, the issuance of the Acquired Shares), other than (i) the filing with the Securities and Exchange Commission (the
“Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities
laws, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the
Securities Act, (iv) the filings required in accordance with Section 9(r) of this Subscription Agreement; (v) those
required by the Nasdaq Capital Market (“Nasdaq”), including with respect to obtaining approval of the Issuer’s
stockholders; and (vi) any filing, the failure of which to obtain would not be reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect.


 


h. 
As of the date of this Subscription Agreement and as of immediately prior to the Closing Date, the authorized capital stock of
the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”)
and (ii) 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), including (1)
50,000,000 Class A Shares and (2) 10,000,000 Class B Shares. As of the date of this Subscription Agreement, (i) no shares
of Preferred Stock are issued and outstanding, (ii) 15,490,000 Class A Shares are issued and outstanding, (iii) 5,163,333
Class B Shares are issued and outstanding and (iv) 7,532,500 redeemable warrants and 212,500 private placement warrants are
outstanding. All (i) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are
fully paid and are non-assessable and are not subject to preemptive rights and (ii) 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 other equity interests in the Issuer, or securities convertible
into or exchangeable or exercisable for such equity interests. As of the date hereof, other than Merger Sub, the Issuer has no
subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether
incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which
the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than (A) as set forth
in the SEC Documents and (B) as contemplated by the Merger Agreement. Except as disclosed in the SEC Documents, as of March 31,
2020, the Issuer had no outstanding indebtedness and will not have any outstanding long-term indebtedness as of the Closing Date.


 


i. 
The Issuer has not received any written 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, be reasonably likely to have a Material Adverse Effect.


 


j. 
The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq under the symbol “INSU.”
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 with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate
the listing of the Class A Shares on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by Nasdaq
of the Issuer's continued listing application in connection with the Transactions. The Issuer has taken no action that is designed
to terminate the registration of the Class A Shares under the Exchange Act or the listing of the Class A Shares on Nasdaq.


 


k. 
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to
Subscriber in the manner contemplated by this Subscription Agreement..


 



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l.
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 Acquired Shares.


 


m.
 Except for any Alternative Settlement Procedures, the Issuer has not entered into any Other Subscription Agreement (or side
letter or similar agreement in respect thereof) on terms (economic or otherwise) more favorable to such subscriber or investor
than as set forth in this Subscription Agreement; provided, however, that Subscriber acknowledges that the subscription agreement
entered into with Cohen & Company, LLC or its affiliate provides that Cohen & Company, LLC or its affiliate may increase
the number of Acquired Shares to be purchased under such agreement at any time prior to Closing.


 


n. 
The Issuer’s public reports filed with the Commission, and all subsequent reports (collectively, the “Exchange
Act Reports”) that have been timely filed with the Commission or sent to stockholders, pursuant to Section 13 of the
Exchange Act, did not when filed, and taken as a whole and as amended to the date hereof, do not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading and such Exchange Act Reports complied in all material respects with
the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. 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. There are no material outstanding or unresolved comments in comment letters from the Commission Staff with
respect to any of the Issuer’s filings with the Commission (the “SEC Documents”). In addition, the Issuer
has made available to Subscriber (including via the Commission’s EDGAR system) a copy of the Exchange Act Reports since
its initial registration of the Class A Shares with the Commission. Each of the financial statements (including, in each case,
any notes thereto) contained in the SEC Documents was prepared in accordance with U.S. generally accepted accounting principles
applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case
of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial
position, results of operations and cash flows of the Issuer as at the respective dates thereof and for the respective periods
indicated therein.


 


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


  


p. 
Except for placement fees payable to the Placement Agent (as defined herein), the Issuer has not paid, and is not obligated to
pay, any brokerage, finder’s or other fee or commission in connection with its issuance and sale of the Acquired Shares,
including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer.


 


q. 
Except as provided in this Subscription Agreement and the Other Subscription Agreements, none of the Issuer, its subsidiaries
or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any
of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the
Securities Act or otherwise.


 


r. 
Neither the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating
to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts
when due, nor does the Issuer or any subsidiary have any knowledge or reason to believe that any of their respective creditors
intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.  


 






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s. 
Except for discussions specifically regarding the offer and sale of the Acquired Shares, the Issuer confirms that neither it nor
any other person acting on its behalf has provided Subscriber or its agents or counsel with any information that constitutes or
could reasonably be expected to constitute material, non-public information concerning the Issuer or any of its subsidiaries,
other than with respect to the Transactions and the transactions contemplated by this Subscription Agreement. The Issuer understands
and confirms that Subscriber will rely on the foregoing representations in effecting transactions in securities of the Issuer.
Except with respect to the Transactions and the transactions contemplated by this Subscription Agreement and the Other Subscription
Agreements, no event or circumstance has occurred which, under applicable law, rule or regulation, requires public disclosure
at or before the date hereof or announcement by the Issuer but which has not been so publicly disclosed.


 


t.
The Issuer acknowledges and agrees that, notwithstanding anything herein to the contrary, including, without limitation, Section
4(e) of this Subscription Agreement, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin
agreement, which shall not be deemed to be a transfer, sale or assignment of the Acquired Shares hereunder, and Subscriber effecting
a pledge of Acquired Shares shall not be required to provide the Issuer with any notice thereof or otherwise make any delivery
to the Issuer pursuant to this Subscription Agreement; provided that Subscriber and its pledgee shall be required to comply with
the provisions of Section 4(e) hereof in order to effect a sale, transfer or assignment of Acquired Shares to such pledgee.
The Issuer hereby agrees to execute and deliver such documentation as a pledgee of the Acquired Shares may reasonably request
in connection with a pledge of the Acquired Shares to such pledgee by Subscriber.


 


u.
The Issuer represents and warrants that each of the Issuer, the Merger Sub, any of their respective directors and officers and,
to the best of the Issuer’s knowledge, Shift, any of Shift’s directors and officers and any of the Issuer’s,
Merger Sub’s and Shift’s employees, representatives, agents and any person acting on its or their behalf is not (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 any other Executive Order issued by the President
of the United States and administered by OFAC (collectively “OFAC Lists”), (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 or (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515.


 


v.
The Issuer represents and warrants that (i) each of the Issuer, the Merger Sub, any of their respective directors and officers
and, to the best of the Issuer’s knowledge, Shift, any of Shift’s directors and officers and any of the Issuer’s,
Merger Sub’s and Shift’s employees, representatives, agents and any person acting on its or their behalf has not engaged
in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations
or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended),
(ii) the Issuer and the Merger Sub and, to the best of the Issuer’s knowledge, Shift has instituted and maintains systems,
policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding
by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the
Issuer, the Merger Sub or, to the best of the Issuer’s knowledge, Shift with respect to such laws, regulations and rules
is pending and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.


  


4. 
Subscriber Representations and Warranties. Subscriber represents and warrants that:


 


a. 
Subscriber has been duly formed or incorporated and is validly existing 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.


 






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b. 
This Subscription Agreement has been duly authorized, executed and delivered by Subscriber and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the
rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


c. 
The execution, delivery and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions
contemplated hereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of Subscriber or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber
or any of its subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject;
(ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of
any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries
or any of their respective properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a material
adverse effect on the legal authority or ability of Subscriber to perform in any material respects its obligations hereunder.


 


d. 
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable
requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for its own account and not for the
account of others, or if Subscriber is a “qualified institutional buyer” and is subscribing for the Acquired 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 and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring
the Acquired 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 A following the signature page hereto). Subscriber is not
an entity formed for the specific purpose of acquiring the Acquired Shares, unless such newly formed entity is an entity in which
all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).


 


e. 
Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering within the
meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands
that the Acquired 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 in an “offshore transaction” within the meaning of Regulation S under the Securities
Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof (including
those set out in Rule 144(i) which are applicable to the Issuer) have been met or (iv) pursuant to another applicable exemption
from the registration requirements of the Securities Act, and that any certificates or book-entry records representing the Acquired
Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale
pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Acquired Shares will be
subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell
the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired 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 Acquired Shares.


 


f. 
Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or
any of its officers, directors or representatives, expressly or by implication, other than those representations, warranties,
covenants and agreements included in this Subscription Agreement.


 


g. 
Subscriber represents and warrants that its acquisition and holding of the Acquired Shares will not constitute or result in a
non-exempt prohibited transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 



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h. 
In making its decision to purchase the Acquired Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties, covenants and agreements made by Issuer herein. Subscriber acknowledges
and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision
with respect to the Acquired Shares, including with respect to the Issuer, Shift and the Transactions. Subscriber represents and
agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the 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 necessary to make an investment decision with respect to the Acquired Shares. Subscriber acknowledges and agrees that it
has not relied on any statements or other information provided by the Placement Agent or any of the Placement Agent’s affiliates
with respect to the Transactions, the Issuer, Shift or its decision to purchase the Acquired Shares other than the representations,
warranties, covenants and agreements made by Issuer herein . Subscriber further acknowledges that the information provided to
the Subscriber (other than the information reflected in the representations and warranties made herein) is preliminary and subject
to change, and that any changes to such information, including, without limitation, any changes based on updated information,
shall in no way affect the Subscriber’s obligation to purchase the Acquired Shares hereunder.


 


i. 
Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer
or by means of contact from Wells Fargo Securities, LLC, acting as placement agent for the Issuer (the “Placement Agent”),
and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer or by contact between
Subscriber and the Placement Agent. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired
Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired
Shares (i) were not offered by any form of general advertising or, to its knowledge, general solicitation, and (ii) to
its knowledge 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.


 


j. 
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired
Shares, including those set forth in the SEC Documents. Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought
such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision.


 


k. Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired 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.


 


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


  


m. 
Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the OFAC List, (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 (collectively, a “Prohibited Investor”). 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.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), 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 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 Acquired Shares
were legally derived.


 






    8


     


    

 


n. 
If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“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 (i) neither the Issuer,
nor any of its respective 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 Acquired 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 Acquired Shares; (ii) the decision to invest in the Acquired Shares has been made at the recommendation or
direction of an “independent fiduciary” (“Independent Fiduciary”) within the meaning of US Code
of Federal Regulations 29 C.F.R. section 2510.3 21(c), as amended from time to time (the “Fiduciary Rule”)
who is (1) independent of the Transaction Parties; (2) is capable of evaluating investment risks independently, both
in general and with respect to particular transactions and investment strategies (within the meaning of the Fiduciary Rule); (3)
is a fiduciary (under ERISA and/or section 4975 of the Code) with respect to Subscriber’s investment in the Acquired Shares
and is responsible for exercising independent judgment in evaluating the investment in the Acquired Shares; and (4) is aware
of and acknowledges that (A) none of the Transaction Parties is undertaking to provide impartial investment advice, or to
give advice in a fiduciary capacity, in connection with the purchaser’s or transferee’s investment in the Acquired
Shares, and (B) the Transaction Parties have a financial interest in the purchaser’s investment in the Acquired Shares
on account of the fees and other remuneration they expect to receive in connection with transactions contemplated by this Subscription
Agreement.


  


o. 
Subscriber has, and at the Closing will have, sufficient funds to pay the Purchase Price pursuant to Section 2(a).









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5. 
Registration Rights.


 


a. 
The Issuer agrees that, within fifteen (15) business days after the Closing Date (the “Filing Date”), the Issuer
will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of
the Acquired Shares (the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts
to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier
of (i) the 60th business day (or 80th business day if the Commission notifies the Issuer that it will “review”
the Registration Statement) following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally
or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will
not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that
if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same
amount of days that the Commission remains closed for operations, provided, further, that the Issuer’s obligations
to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer
such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition
of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, 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 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 Acquired 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 5.
The Issuer will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in
advance of filing the Registration Statement. In no event shall the undersigned be identified as a statutory underwriter in the
Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Issuer
from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use
of Rule 415 of the Securities Act for the resale of the Acquired Shares by the applicable shareholders or otherwise, such Registration
Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as
is permitted by the SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the
Registration Statement shall be reduced pro rata among all such selling shareholders. The Issuer will use its commercially reasonable
efforts to maintain the continuous effectiveness of the Registration Statement until all such securities cease to be Registrable
Securities (as defined below) or such shorter period upon which each undersigned party with Registrable Securities included in
such Registration Statement have notified the Issuer that such Registrable Securities have actually been sold. The Issuer will
file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell Registrable
Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”), as applicable,
qualify the Registrable Securities for listing on the applicable stock exchange, update or amend the Registration Statement as
necessary to include Registrable Securities and provide customary notice to holders of Registrable Securities. “Registrable
Securities” shall mean, as of any date of determination, the Acquired Shares and any other equity security of the Issuer
issued or issuable with respect to the Acquired Shares by way of share split, dividend, distribution, recapitalization, merger,
exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities
shall cease to be Registrable Securities at the earliest of (A) when the undersigned ceases to hold any Acquired Shares, (B) the
date all Acquired Shares held by the undersigned 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, other than the requirement for
the Issuer to be in compliance with the current public information required under Rule 144(c), (C) when they shall have ceased
to be outstanding or (D) two years from the date of effectiveness of the Registration Statement.


   


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


 


(i) 
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 earliest of the following: (i) Subscriber ceases to hold any Acquired Shares, (ii) the date all Acquired Shares
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(i)(2), and (iii) three (3) years from the effective date of the
Registration Statement. The period of time during which the Issuer is required hereunder to keep a Registration Statement effective
is referred to herein as the “Registration Period”;


 


(ii) 
advise Subscriber within five (5) business days:


 


(1) 
when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement
or any post-effective amendment thereto has become effective;


 


(2) 
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;


 


(3) 
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;


 



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(4) 
of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5) 
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 (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


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


 


(iv) 
upon the occurrence of any event contemplated above, 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 Acquired
Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) 
use its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any,
on which the Class A Shares issued by the Issuer have been listed; and


 


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


 


c. 
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 the negotiation or consummation of a transaction by the Issuer or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably
believes, upon the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of
material information that the 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 the Issuer’s board of directors, upon
the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each
such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or
suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more
than one hundred and twenty (120) total calendar days, in each case during any twelve-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 (i) it
will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) 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 (ii) it will maintain the confidentiality of any information included in such written notice delivered by
the Issuer unless otherwise required by law or subpoena. 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 Acquired Shares in Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired
Shares shall not apply (i) 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 (ii) to copies stored electronically on archival servers as a result of automatic
data back-up.


 






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d. 
Subscriber may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive
notices from the Issuer otherwise required by this Section 6; provided, however, that Subscriber may
later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked),
(i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber
will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension
Event was previously delivered (or would have been delivered but for the provisions of this Section 5(d)) and the related
suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification
to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber
with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 


e.
Indemnification.


 


(i) 
The Issuer agrees to indemnify and hold harmless, to the extent permitted by law, Subscriber, its directors, officers, employees,
agents, each person who controls Subscriber (within the meaning of the Securities Act or the Exchange Act) and each affiliate
of Subscriber (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, any attorneys’ fees and expenses incurred in connection with defending
or investigating any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus
or any amendment thereof or supplement thereto or document incorporated by reference therein or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf of such Subscriber expressly
for use therein.


 


(ii) 
In connection with any Registration Statement in which Subscriber is participating, Subscriber shall furnish to the Issuer in
writing such information and affidavits as the Issuer reasonably requests for use in connection with any such Registration Statement
or Prospectus. Subscriber agrees, severally and not jointly with any other Person that is a party to the Other Subscription Agreements,
to indemnify and hold harmless, to the extent permitted by law, the Issuer, its directors and officers and agents and each person
who controls the Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained
in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Subscriber
expressly for use therein; provided, however, that in no event shall the liability of each such Subscriber be greater
in amount than the dollar amount of the net proceeds received by such Subscriber from the sale of Acquired Shares pursuant to
such Registration Statement giving rise to such indemnification obligation.


 






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(iii) 
Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent.
An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the
entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


(iv) 
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such
indemnified party and shall survive the transfer of the Acquired Shares.


 


(v) 
If the indemnification provided under this Section 5(e) from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in Sections 5(e)(i), (ii) and (iii) above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 5(e)(v) from any person who was not guilty of such fraudulent misrepresentation.


 


6. 
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof,
upon the earlier to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon
the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions
to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and,
as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing or (d) the
Outside Date (as defined in the Merger Agreement); provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber in writing of
the termination of the Merger Agreement.


 






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7. 
Additional Agreements and Waivers of Subscriber.


 


a.
Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to
effect a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses
or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public
offering dated March 19, 2019 (the “March 2019 Prospectus”), available at sec.gov, substantially all of the
Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its
securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”)
for the benefit of its public stockholders and the underwriters of its initial public offering. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash
in the Trust Account may be disbursed only for the purposes set forth in the March 2019 Prospectus. For and in consideration of
the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber,
on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or
any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or
to any monies held in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding
against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby
or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability;
provided however, that nothing in this Section 7 shall be deemed to limit any 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 but not limited to any redemption right with
respect to any such securities of the Company. Subscriber acknowledges and agrees that it shall not have any redemption rights
with respect to the Acquired Shares pursuant to the Issuer’s certificate of incorporation in connection with the Transactions
or any other business combination, any subsequent liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber
has any claim against the Issuer as a result of, or arising out of, this Subscription Agreement, the transactions contemplated
hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and its assets outside the Trust Account and
not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination
of the Subscription Agreement.


 


b.
No Hedging. Subscriber hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, shall execute any short sales or engage in other hedging transactions of any kind with respect to the Acquired
Shares during the period from the date of this Subscription Agreement through the Closing. Nothing in this Section 7(b) shall
prohibit such persons from engaging in hedging transactions with respect to other securities of the Issuer, including Class A
Shares acquired in open market purchases, so long as such person does not create any “put equivalent position,” as
such term is defined in Rule 16a-1 under the Exchange Act, or short sale positions, with respect to the Acquired Shares, nor shall
this Section 7(b) prohibit any other investment portfolios of the Subscriber that have no knowledge of this Subscription Agreement
or of Subscriber’s participation in this transaction (including Subscriber’s controlled affiliates and/or affiliates)
from entering into any short sales or engaging in other hedging transactions.


 


8. 
Issuer’s Covenants


 


a. 
Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person
acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any
of the Acquired Shares under the Securities Act.


 


b. 
With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without
registration, the Issuer agrees, until the third anniversary of the Closing Date, to:


 


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


 


(ii) 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


 


(iii) furnish
to Subscriber so long as it owns Acquired Shares, promptly upon request, (x) 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, (y) 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 (z) such other information
as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


c. 
The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription
Agreement solely to finance the Transactions.


 



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d. 
The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the
holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance
account at The Depository Trust Company (“DTC”), if (i) such Acquired Shares are registered for resale under
the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Issuer with an opinion
of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired
Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares
can be sold, assigned or transferred pursuant to Rule 144, and in each case, the holder provides the Issuer with an undertaking
to effect any sales or other transfers in accordance with the Securities Act. The Issuer shall be responsible for the fees of
its transfer agent and all DTC fees associated with such issuance.


 


9.
Miscellaneous.


 


a. 
Each party hereto acknowledges that the other party hereto and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly
notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties set forth
herein with respect to it are no longer accurate in all material respects. Subscriber further acknowledges and agrees that the
Placement Agent is a third-party beneficiary of the representations and warranties of the Subscriber contained in this Subscription
Agreement. The Issuer and the Subscriber acknowledge and agree that Shift is a third party beneficiary hereof and no consent,
waiver, modification or amendment hereunder or hereof may be given of agreed to by the Issuer without Shift’s consent.


 


b. 
Each of the Issuer and Subscriber 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. The Placement Agent is entitled to rely upon the representations and warranties made
by Subscriber in this Subscription Agreement.


 


c. 
This Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to any fund or account
managed by the same investment manager as Subscriber, without the prior consent of the Issuer, provided that such assignee(s)
agrees in writing to be bound by the terms hereof. Upon such assignment by a Subscriber, the assignee(s) shall become Subscriber
hereunder and have the rights and obligations provided for herein to the extent of such assignment. Neither this Subscription
Agreement nor any rights that may accrue to the Issuer hereunder or any of the Issuer’s obligations may be transferred or
assigned other than pursuant to the Transactions. 


 


d. 
All the representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. All
covenants made by each party hereto in this Subscription Agreement required to be performed after the Closing shall expire upon
performance. All other agreements made by each party hereto in this Subscription Agreement shall expire at the Closing.


 


e. 
The Issuer may request from Subscriber such additional information as the Issuer may deem reasonably necessary to evaluate the
eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall 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 agrees to keep any such information provided by Subscriber confidential.


 


f. 
This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party
against whom enforcement of such modification, waiver, or termination is sought.


 


g. 
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.


 



    15


     


    

  


h. 
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.


 


i. 
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.


 


j. 
This Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which
shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same counterpart.


 


k. 
Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
by this Subscription Agreement.


 


l.
The Issuer shall be responsible for the fees of its transfer agent, the Escrow Agent, stamp taxes and all of DTC’s fees
associated with the issuance of the Acquired Shares.


 


m.
Subscriber understands and agrees that (i) no disclosure or offering document has been prepared by the Placement Agent or any
of its affiliates in connection with the offer and sale of the Acquired Shares; (ii) the Placement Agent and its directors, officers,
employees, representatives and controlling persons have made no independent investigation with respect to the Issuer, Shift, the
Transactions or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the
Issuer; and (iii) in connection with the issue and purchase of the Acquired Shares, the Placement Agent has not acted as the Subscriber’s
financial advisor, tax or fiduciary.


 


n. 
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
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 (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback
or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may
subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent
by email, or (d) five (5) business days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


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


 


(ii) 
if to the Issuer, to:


 


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104


Attention:
Amanda Abrams


Telephone:
(484) 459-3476


E-mail:
amanda@ftspac.com


 


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


 


Morgan,
Lewis & Bockius LLP


1111
Pennsylvania Avenue, NW


Washington,
DC 20004-2541


Attention:
    Sean M. Donahue


Telephone:
  (202) 739-5658


Facsimile:     (202)
739-3001


E-mail:
         sean.donahue@morganlewis.com


 



    16


     


    

 


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


 


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


 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING
FOR INTERPRETATION OR ENFORCEMENT HEREOF OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN
SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD
AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS
IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(n) OR IN SUCH OTHER MANNER AS MAY
BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, PLACEMENT AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY
AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER
AND CERTIFICATIONS IN THIS SECTION 9(p).


 


q. 
If, any change in the Class A Shares shall occur between the date hereof and immediately prior to the Closing by reason of any
reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares,
or any stock dividend, the number of Acquired Shares issued to Subscriber shall be appropriately adjusted to reflect such change.


  


r. 
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 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,
the Transactions and any other material, nonpublic information that the Issuer has provided to Subscriber at any time prior to
the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber
shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors
or employees or agents (including the Placement Agent) and Subscriber shall no longer be subject to any confidentiality or similar
obligations under any current agreement, whether written or oral with the Issuer or any of its affiliates. Notwithstanding anything
in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates,
or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory
agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law
and (ii) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency
or under the regulations of Nasdaq.


 


[Signature
pages follow.]


   



    17


     


    

 


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.


 


	 	INSURANCE
    ACQUISITION CORP. 
	 	 
	 	By:	 
	 	Name:  	John
Butler
	 	Title:	CEO
and President


 


Date:
June     , 2020


 


Signature
Page to

Subscription Agreement






     


     


    

 


	SUBSCRIBER:	 
	 	 
	Signature
        of Subscriber:

         

        EQ/ClearBridge
        Select Equity Managed

 Volatility Fund 
	Signature
    of Joint Subscriber, if applicable:
	 	 
	By:
    ___________________________________

    Name:

    Title:	By:
    ___________________________________

    Name:

    Title:


 


Date: June      , 2020


 


	Signature
    of Subscriber:	Signature
    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)	 
	 	 
	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 Acquired Shares subscribed for:	 
	52,630	 
	 	 
	Aggregate
    Purchase Price: $526,300	 


 


You
must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified
by the Issuer in the Closing Notice.


 


Number
of Acquired Shares subscribed for and aggregate Purchase Price as of June , 2020, accepted and agreed to as of this  day
of June, 2020, by:


 


INSURANCE
ACQUISITION CORP.


 


	By:  	 	 
	Name: 	John
    Butler	 
	Title:	CEO
and President	 


 


Signature
Page to

Subscription Agreement






     


     


    

 


Number
of Acquired Shares subscribed for and aggregate Purchase Price as of June , 2020, accepted and agreed to as of this day
of June, 2020, by:


  


Signature
of Subscriber:


 


	EQ/ClearBridge Select Equity Managed Volatility Fund
	 	 
	By:	            	 
	Name:	 	 
	Title:	 	 




 


Signature
Page to

Subscription Agreement



     


     


    

 


SCHEDULE
A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


	A.	QUALIFIED
    INSTITUTIONAL BUYER STATUS

    (Please check the applicable subparagraphs):
	 	 
	 	1.	☐
    We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
	 	 	 
	 	2.	☐
    We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such
    account is a QIB.


 


***
OR ***


 


	B.	INSTITUTIONAL
    ACCREDITED INVESTOR STATUS

    (Please check each of the following 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. 


  



    Schedule A-1


     


    

 


Rule
501(a), 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 insurance company as defined in section 2(a)(13) of the Securities Act;


 


☐
Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section
2(a)(48) of the Securities Act;


 


☐
Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958;


 


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


 


☐
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors;


 


☐
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;


 


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


 


☐
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 Rule 506(b)(2)(ii) of the Securities Act.


 


This
page should be completed by Subscriber

and constitutes a part of the Subscription Agreement. 


  



    Schedule A-2


     


    

    


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


 


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


 


☐ 
Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.


 


This
page should be completed by Subscriber

and constitutes a part of the Subscription Agreement. 


  


 


 


Schedule
A-3