Exhibit 10.5


 


UNIT
SUBSCRIPTION AGREEMENT


 


This
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 20, 2021, by and between GoGreen Investments
Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 1021 Main
St., Suite #1960, Houston, Texas 77002, and GoGreen Sponsor 1 LP, a Delaware limited partnership, having its principal place of business
at 1021 Main St., Suite #1960, Houston, Texas


77002
(the “Subscriber”).


 


WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 1,191,000 units (or up
to 1,335,000 units if the Over-Allotment Option (as defined below) is exercised in full) (“Units”) of the
Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”), and one-half of one warrant to purchase one Class A ordinary share (“Warrant”), for a
purchase price of $11,910,000 (or up to $13,350,000 if the Over-Allotment Option is exercised in full), or $10.00 per Unit. The
Ordinary Shares underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Ordinary Shares
underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The
Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Placement Warrants may be exercised only to the extent that, when aggregated with other Placement Warrants being exercised, the
exercise is for a whole share or whole shares; no fractional shares shall be issuable. The initial exercise price for any Warrant
Share shall be $11.50, subject to adjustment as provided in the warrant agreement, dated October 20, 2021, by and between the
Company and Continental (as defined below), as warrant agent (the “Warrant Agreement”). Subject to the foregoing,
the Placement Warrants are exercisable during the period commencing thirty (30) days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the
registration statement filed in connection with the Company’s initial public offering (the “IPO”), as
amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth (5th)
anniversary of the consummation of the Business Combination; and


 


WHEREAS,
the Subscriber wishes to purchase the Units from the Company and the Company wishes to accept such subscription from the Subscriber.


 


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


 


1. Agreement
to Subscribe


 


1.1
Purchase and Issuance of the Units.


 


(a)
Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to the Subscriber, simultaneously with the closing of the IPO on or before October 20, 2021 (the “Initial
Closing Date”), 1,191,000 Units for a purchase price of $11,910,000 (the “Purchase Price”).


 


(b)
Simultaneously with the consummation of the closing of the underwriters’ over-allotment option in connection with the IPO (the
“Over-Allotment Option”) or on such earlier time and date as may be mutually agreed by the Subscriber and the Company
(each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing
Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Subscriber,
and the Subscriber shall purchase from the Company, an aggregate of up to 144,000 Units at a price of $10.00 per Unit for an aggregate
purchase price of up to $1,440,000 (if the Over- Allotment Option is exercised in full) (the “Over-allotment Purchase Price”)
such that the gross proceeds of such purchase will be no less than the amount of underwriting commissions due in connection with the
Over-Allotment Option (excluding any deferred portion). Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately
available funds to the Trust Account (as defined below) maintained by Continental (as defined below) at least one (1) business day prior
to the Over-allotment Closing Date.


 




     


     


    

 


1.2
Delivery of the Purchase Price. Upon execution of this Agreement, the Company is bound to fulfill its obligations hereunder and the
Subscriber hereby irrevocably commits to deliver directly into a trust account (the “Trust Account” ) held at JP Morgan
Chase Bank, N.A. or any other financial institution chosen by the Company, with Continental Stock Transfer & Trust Company acting
as trustee (“Continental”), the Purchase Price in immediately available funds by wire transfer or such other form
of payment as shall be acceptable to Continental, in its sole and absolute discretion, one (1) business day prior to the Initial Closing
Date.


 


1.3
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Initial
Closing Date does not occur prior to October 20, 2021.


 


2. Representations
and Warranties of Subscriber


 


The
Subscriber represents and warrants to the Company that:


 


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


 


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


 


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


 


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


 






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2.5
Sophisticated Investor.


 


(i)
Subscriber’s managers and members are individually accredited investors and are sophisticated in financial matters and able to
evaluate the risks and benefits of the investment in the Securities.


 





(ii)
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other
things, (a) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and (b) Subscriber
has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer
a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the
Securities for an indefinite period of time.


 


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


 


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


 


2.8
Authority. This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy.


 


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


 


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


 


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


 


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


 


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


 




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3. Representations,
Warranties and Covenants of the Company


 


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


 


3.1
Valid Issuance of Capital Stock. The total number of shares of all classes of ordinary and preferred shares which the Company has
authority to issue is 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 5,000,000 preference shares (“Preferred
Shares”). As of the date hereof, the Company has issued and outstanding 6,900,000 Class B ordinary shares (of which up to 900,000
shares are subject to forfeiture) and no Preferred Shares. All of the issued ordinary shares of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.


 


3.2
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the
case may be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly and validly issued, fully paid
and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber will have or
receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any
kind resulting from actions of, or any failure to act by, the Company, other than (i) transfer restrictions hereunder and pursuant to
the Letter Agreement and (ii) transfer restrictions under federal and state securities laws.


 


3.3
Organization and Qualification. The Company has been duly incorporated and is validly existing as an exempted company in good standing
under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its
properties and conduct its business as now being conducted.


 


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


 


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


 






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4. Legends


 


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





 


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


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT AMONG GOGREEN INVESTMENTS
CORPORATION AND THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM
THEREOF PURSUANT TO THE TERMS SET FORTH IN THE LETTER AGREEMENT.”


 


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


 


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


 


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


 


5. Waiver
of Liquidation Distributions


 


In
connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights
in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to
the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the
Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed
in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete
a Business Combination within fifteen (15) months from the completion of the IPO (or within up to twenty-one (21) months if the Company
extends the period of time to consummate the initial Business Combination up to two (2) times for three (3) months each in accordance
with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision
relating to the rights of holders of the Company’s Class A ordinary shares or (iii) upon the Company’s redemption of shares
of Common Stock upon the Company’s failure to consummate the Business Combination within fifteen (15) months (or within up to twenty-one
(21) months if the Company extends the period of time to consummate the initial Business Combination up to two (2) times for three (3)
months each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such fifteen (15) month period
(or up to twenty-one (21) month period if the Company extends the period of time to consummate the initial Business Combination up to
two (2) times for three (3) months each). In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket
(“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation
of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms
offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or
liquidates, within fifteen (15) months (or within up to twenty-one (21) months if the Company extends the period of time to consummate
the initial Business Combination up to two (2) times for three (3) months each) from the completion of the IPO.


 




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6. Termination
of Placement Warrants


 


6.1
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in
the event that the Company does not consummate the Business Combination within fifteen (15) months (or within up to twenty-one (21) months
if the Company extends the period of time to consummate the initial Business Combination up to two (2) times for three (3) months each)
from the completion of the IPO.


 


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


 


7. Rescission
Right Waiver and Indemnification


 


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


 


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


 


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


 


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


 


8. Terms
of the Units and Placement Warrant


 


The
Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their
component parts will be subject to transfer restrictions, except in the circumstances described in the Letter Agreement or the Warrant
Agreement, as applicable, until thirty (30) days following the consummation of the Business Combination and (ii) the Units and their
component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become
freely tradable only after they are registered or an exemption from registration is available, and the restrictions described above in
clause (i) have expired.


 






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9. Governing
Law; Jurisdiction; Waiver of Jury Trial


 


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



 


10.
Assignment; Entire Agreement; Amendment


 


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


 


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


 


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


 


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


 


11.
Notices


 


11.1
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if
in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either
may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation
of transmittal or, if sent by mail, then three (3) days after deposit in the mail. If given by electronic transmission, such notice shall
be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented
to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting,
upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission,
when directed to the shareholder.


 


12.
Counterparts


 


This
Agreement may be executed in two (2) or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page
were an original thereof.


 


13.
Survival; Severability


 


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


 


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


 


14.
Headings.


 


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


 


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Accepted
and agreed on the date set forth above.


 


	 	GOGREEN INVESTMENTS CORPORATION
	 	 	 
	 	By:	/s/
    John Dowd
	 	 	Name: 	John Dowd
	 	 	Title:	Chief Executive Officer


 


Accepted
and agreed on the date set forth above.


 


	 	SUBSCRIBER:
	 	 
	 	GOGREEN SPONSOR 1 LP
	 	 
	 	By:	/s/
    John Dowd
	 	 	Name: 	John Dowd
	 	 	Title:	Managing Member


 


[Signature
Page to Placement Unit Subscription Agreement]


 


 


8