Exhibit 10.6


 


Execution Version


 


THE SECURITIES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION.
THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES
A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is entered into as of February 18, 2021 by and among LCP Acquisition Corp., a corporation organized under the laws of the Cayman
Islands as a Cayman Islands exempted company (the “Company”), LCP Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and [BlackRock Entity] (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”),
at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A ordinary shares, par
value $0.0001 per share (“Class A Ordinary Shares”, and the shares of Class A Ordinary Shares included in the
Public Units, the “Public Shares”), and one-third of one redeemable warrant, where each whole warrant is initially
exercisable to purchase one share of Class A Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment, where
only whole warrants are exercisable (the “Warrants”, and the Warrants included in the Public Units, the “Public
Warrants”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the
Sponsor (either directly or through its affiliates) and the Purchaser, together with the other Subscribing Parties as its affiliates,
will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which are identical to the
Warrants except that they will be non-redeemable (except under certain limited circumstances) and exercisable on a cashless basis
so long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement
Warrants”), for a purchase price of $1.50 per Private Placement Warrant;


  


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which the Purchaser shall subscribe for and purchase from the Company (i) a portion of the total number
of shares of Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”
and collectively with the shares of Class A Ordinary Shares, the “Ordinary Shares”) at the IPO Closing (such
Class B Ordinary Shares also being referred to herein as “Founder Shares”) and (ii) a portion of the total
number of Private Placement Warrants to be issued at the IPO Closing (together with the Founder Shares, the “Subscribed
Securities”), in each case subject to the terms and conditions hereof;


 




     


     

    

 


WHEREAS, the Company and the Sponsor have
entered into or intend to concurrently with this Agreement enter into subscription agreements (collectively, the “Subscription
Agreements”) in the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the
“Subscribing Parties”) for the purchase of Founder Shares and Private Placement Warrants set forth therein;


 


WHEREAS, the Company, the Sponsor and the
Subscribing Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made to
the Subscribing Parties pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”);
and


 


WHEREAS, the Purchaser, together with the
other Subscribing Parties as its affiliates, have expressed an interest to purchase and beneficially own or hold, directly or indirectly,
in the aggregate at least 7.25% of the Public Shares on the IPO Closing.


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Sale
and Purchase.


 


(a) Subscribed
Securities.


 


(i) On
the IPO Closing, subject to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase
from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth
on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial
Warrant Purchase Price”), by wire transfer of immediately available funds or other means approved by the Company.


 


(ii) On
the IPO Closing, subject to the terms and conditions hereof, (A) the Purchaser shall purchase from the Company, and the Company
shall issue and sell to the Purchaser, the number of Founder Shares set forth on Schedule A hereto for the aggregate
purchase price set forth on Schedule A hereto (the “Initial Founder Share Purchase Price” and together
with the Initial Warrant Purchase Price, the “Initial Purchase Price”), by wire transfer of immediately available
funds or other means approved by the Company, and (B) the Sponsor shall forfeit to the Company for cancellation, for no consideration,
and have no further right, title or interest in, an equal number of Founder Shares. If the IPO Closing has not occurred by May
31, 2021, this Agreement shall terminate and be of no further force or effect except to the extent expressly set forth herein.


 


(iii) The
Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the
Purchaser on account of the Subscribed Securities (collectively, the “Securities”), will be subject to
restrictions on transfer as set forth in this Agreement.


 


(iv) The Company shall
notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective
Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit
the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer
of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective
Date, or such other date as the Company and the Purchaser may agree upon in writing; provided, however, that if the actual
number of Public Units offered and sold in the IPO is less than 20,000,000 or greater than 60,000,000, then the Purchaser shall
not be obligated to remit the Initial Purchase Price as set forth in this Section 1(a)(iv) and any of the Purchaser, the Company
or the Sponsor may in its sole discretion terminate this Agreement which shall be of no further force or effect. As used herein,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted
the Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company
will promptly cause its transfer agent to return such amounts to the Purchaser. If the IPO Closing has not occurred by May 31,
2021 or such other later date referenced in Section 1(a)(ii), this Agreement shall terminate and be of no further force or effect.


 




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(v) In
the event that the underwriters’ over-allotment option in connection with the IPO (the “Over-allotment Option”)
is exercised, the Purchaser agrees to purchase additional Founder Shares and Private Placement Warrants as indicated on Schedule
A. The Company shall notify the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment
Option, if any (each, an “Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment
Closing, and the Purchaser shall pay the purchase price for the Founder Shares and the Private Placement Warrants to be purchased
in connection with such Over-allotment Closing by wire transfer of immediately available funds or other means approved by the Company
on that date that is one (1) Business Day prior to such Over-allotment Closing (to be held in escrow pending such Over-allotment
Closing), or such other date as the Company and the Purchaser may agree upon in writing. If the Over-allotment Closing has not
occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the purchase price for
the Founder Shares and the Private Placement Warrants to be purchased in connection with such Over-allotment Closing, then, unless
the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 


(vi) On
the date of the IPO Closing, the Company shall issue to the Purchaser the number of Founder Shares and Private Placement Warrants
to be purchased on the date of the IPO Closing set forth on Schedule A hereto. On the date of each Over-allotment Closing,
if any, the Company shall issue to the Purchaser the number of Private Placement Warrants and Founder Shares to be purchased on
the date of each Over-allotment Closing as set forth on Schedule A.


 


(b)
 Closing Conditions. The Purchaser’s obligation
to purchase the Subscribed Securities and the Company’s obligation to sell the Subscribed Securities to the Purchaser is
conditioned upon satisfaction of the following conditions precedent (any or all of which may be waived in writing by the Company,
the Sponsor and the Purchaser in its sole discretion with respect to the other parties’ conditions):


 


(i) On
the IPO Closing or the Over-allotment Closing, as applicable, no legal, administrative or regulatory action, suit or proceeding
shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement;


 


(ii) The
representations and warranties of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been true
and correct on the date of this Agreement and shall be true and correct on the IPO Closing or the Over-allotment Closing, as applicable,
as if made on the date of such closing; and


 


(iii) In
the case of the Company and the Sponsor, each Subscribing Party other than the Purchaser shall have on the IPO Closing or the Over-allotment
Closing, as applicable, concurrently consummated its subscription under its Subscription Agreement.


 


(c) Delivery of Subscribed
Securities.


 


(i) The
Company shall register the Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book
entry upon the purchase thereof (provided that prior to the Company’s appointment of a transfer agent it shall register the
Purchaser as the owner of such securities in the Company’s stock ledger upon the purchase thereof).


 




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(ii) Each
register and book entry for the Securities shall contain a notation and each certificate (if any) evidencing the Securities shall
be stamped or otherwise imprinted with a legend, in substantially the following form:




 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER
AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(d) Legend
Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities
are eligible to be sold without restriction under, and without the Company being in compliance with the current public information
requirements of, Rule 144 under the Securities Act, or if they are registered for resale under the Securities Act pursuant
to a shelf registration statement, then at the Purchaser’s written request, the Company will use commercially reasonable
efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to
compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer
agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of
counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions
required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.


 


(e) Registration
Rights. On the Effective Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights
Agreement”) with the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided
to the Purchaser prior to the date hereof. The Registration Rights Agreement shall provide the Purchaser with registration rights
with respect to the Subscribed Securities that are no less favorable to the Purchaser than the registration rights of the Sponsor
set forth therein.


 


2. Potential
Forfeiture. 


 


(a) If,
as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately
prior to the date of the scheduled closing of the Business Combination, either (A) the Purchaser, the other Subscribing Parties
and their affiliates do not beneficially own or hold, directly or indirectly, at least 7.25% of the Public Shares (the “Forfeiture
Threshold”) or (B) the Purchaser or any of the other Subscribing Parties redeems all or a portion of its Public Shares
in connection with the Business Combination that results in the Purchaser, the other Subscribing Parties and their affiliates collectively
owning less than the Forfeiture Threshold, then the number of Founder Shares that the Purchaser purchased pursuant to Section
1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number
of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the other
Subscribing Parties and their affiliates, and the denominator of which shall equal the Forfeiture Threshold (the “Ownership
Reduction”); provided, however, that in no event shall the Ownership Reduction result in the Purchaser having to forfeit
more than 70% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder. For the avoidance
of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly,
for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing
Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without
limiting the foregoing, in the event the Purchaser, the other Subscribing Parties and their affiliates collectively own three and
six hundred twenty-five thousandths of one percent (3.625%) of the Public Shares (after giving effect to any redemptions of their
Public Shares), the Purchaser shall forfeit 50% of its Founder Shares, in which case the Ownership Reduction shall equal 50% of
the Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer
any Private Placement Warrants. The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer
and/or sale of the Founder Shares contemplated by this Section 2(a), including entering into agreements and delivering certificates
and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser
to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to
effect the transactions contemplated by the applicable agreement or other instrument). Any reference to “affiliate"
in this Agreement means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with such Person for which purpose “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise including, without limitation, the ownership, directly or indirectly,
of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.


 




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(b) The
Purchaser agrees that if, in order to facilitate a Business Combination, the Sponsor decides to forfeit, transfer to a third person,
exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder
Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of
the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment
to the terms of the Founder Shares (each, a “Change in Investment”), such Change in Investment shall apply pro
rata to the Purchaser and the Sponsor based on the relative number of Founder Shares to be held by each on the Business Combination
Closing; provided, however that in no event shall such Change in Investment apply to more than 70% of the Founder Shares to be
purchased by the Purchaser. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder
Shares are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer
50% of its Founder Shares on substantially the same terms and conditions as the Sponsor. The Purchaser agrees to take all steps
and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment
on the same terms as applicable to the Sponsor.


 


(c) None
of the terms and provisions in a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder
Shares retained by the Purchaser pursuant to Section 2(a) or Section 2(b). For the avoidance of doubt, the Purchaser
shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a
Change in Investment.


 


3. Representations
and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)     Organization
and Power.  The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b)     Authorization. 
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c) Governmental
Consents and Filings.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities
laws, rules or regulations.


 


(d)     Compliance
with Other Instruments.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) under
any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is
a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause
(i)), which would have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by
this Agreement.


 




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(e) Purchase
Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and
that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such
Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f)     Disclosure
of Information.  The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with
the Company’s management.


 


(g)      Restricted
Securities.  The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will
not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under
applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely
unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities
except pursuant to the Registration Rights Agreement.  The Purchaser further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner
of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company
has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities
and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be
able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.


 


(h)     No
Public Market.  The Purchaser understands that no public market now exists for the Securities, and that the Company has
not made any assurances that a public market will ever exist for the Securities.


 


(i) High
Degree of Risk.  The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk
which could cause the Purchaser to lose all or part of its investment.


 


 (j)     Accredited
Investor.  The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.


 


(k)     No
General Solicitation.  Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Subscribed Securities.


 


(l) Place
of Investment Decision.  The Purchaser’s investment decision was made in the office or offices located at the address
of the Purchaser set forth on the signature page hereof.


 


(m) Adequacy
of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations
under this Agreement.


 


(o)     No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor
any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company and the Sponsor in Section 4 and Section 5 of this Agreement,
respectively, and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company
or any of the Company’s affiliates (collectively, the “Company Parties”) or by the Sponsor, any person
on behalf of the Sponsor or any of the Sponsor’s affiliates (collectively, the “Sponsor Parties”) with
respect to the transactions contemplated hereby.


 




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4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)     Organization
and Corporate Power.  The Company is incorporated and validly existing and in good standing as a corporation organized
as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its
business as presently conducted and as proposed to be conducted.


 


(b) Capitalization. The
authorized share capital of the Company consists, as of the date hereof:


 


 (i) 140,000,000
shares of Class A Ordinary Shares authorized, none of which is issued and outstanding;


 


(ii)     10,000,000
shares of Class B Ordinary Shares authorized, 5,750,000 of which are issued and outstanding and held by the Sponsor.1
All of the outstanding shares of Class B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued
in compliance with all applicable federal and state securities laws.


 


(iii)   1,000,000
shares of preference shares authorized, none of which is issued and outstanding.


 


(c) Authorization. 
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All
action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this
Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed
Securities has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.


 


(d)     Valid
Issuance of Securities.


 


(i)      The
Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement, will be validly issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, security
interests, liens, claims, charges or other encumbrances with respect to the issue thereof and restrictions on transfer other than
restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances
created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject
to the filings described in Section 4(f) below, the Subscribed Securities will be issued in compliance
with all applicable federal and state securities laws, rules and regulations.


 





 





1 Includes
an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture if the Over-allotment Option is not exercised in full
or in part by the underwriter.





 




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(ii) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) IPO.
The offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance
with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f) Governmental
Consents and Filings.  Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state
or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities
laws, if any.


 


(g)     Compliance
with Other Instruments.  The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) under any provisions of the certificate of
incorporation, bylaws or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree
to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company
is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a
party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to
the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate
the transactions contemplated by this Agreement.


 


(h) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with offerings of the Securities.


 


(i)     Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.


 


(k) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 




    	 	8	 



     


    

 


(l)     No
General Solicitation.  Neither the Company nor any of its officers, directors, managers, members, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation
or (ii) published any advertisement in connection with the offer and sale of the Subscribed Securities.


 


(m)    Non-Public
Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with
the transactions contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness
of the Registration Statement.


 


(n) No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company
or the offering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 


5. Representations,
Warranties and Covenants of the Sponsor. The Sponsor represents, warrants and covenants as follows:


 


(a) Organization
and Power. The Sponsor is duly organized, validly existing, and in good standing as a limited liability company under the laws
of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as presently
conducted and as proposed to be conducted.


 


(b) Authorization.
The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor,
will constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


 


(c) No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 5 and in any certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has
made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Sponsor or the
offering of Securities hereunder, and the Sponsor Parties disclaim any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Sponsor Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 


(d) Sponsor
Minimum Investment. The Sponsor and/or any of its affiliates shall purchase at least eighty percent (80%) of the Private Placement
Warrants offered by the Company in connection with the IPO which are not purchased by the Subscribing Parties.


 




    	 	9	 



     


    

 


6. Additional
Agreements and Acknowledgements of the Purchaser.


 


(a)     Transfer
Restrictions.  The Purchaser agrees that, except for Transfers (as defined below) to third parties required pursuant to
a Change of Investment pursuant to Section 2(b) above, it shall not Transfer (i) any Founder Shares until the earlier of (A) one
year after the closing of the Business Combination (the “Business Combination Closing”) and (B) the date
following the Business Combination Closing on which the Company completes a liquidation, merger, amalgamation, share exchange,
reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their Ordinary Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any
Private Placement Warrants (or any shares of Ordinary Shares issuable upon exercise of the Private Placement Warrants) until 30
days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to the Business Combination Closing,
the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day
period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares shall be
released from the Lock-up Period referenced in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers
of the Securities are permitted (i) to the Company’s directors or officers, any affiliates or family members of any of the
Company’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual,
by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the Founder Shares, the Private Placement Warrants or Class A Ordinary Shares, as applicable,
were originally purchased; (vi) in the event of the Company’s liquidation prior to the Company’s completion of a Business
Combination; (vii) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents, upon dissolution
of the Sponsor; (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class
A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of a Business Combination;
or (ix) in the case of the Purchaser, to the Purchaser’s affiliates, or any investment fund or other entity controlled or
managed by the Purchaser or such affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate
of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons
(each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses
(i) through (v), (vii) or (ix), such Permitted Transferees must enter into a written agreement agreeing to be bound by the terms
of this Agreement, including these transfer restrictions. As used in this Agreement, “Transfer” shall mean the
(x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder)
with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled
by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction
specified in clause (x) or (y); provided further, that this Section 6(a) shall not prohibit the Purchaser from effecting
a Short Sale (as defined below) with securities that do not constitute “Securities” under this Agreement.


 


(b)     Trust
Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.


 




    	 	10	 



     


    

 


(c) Use of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in
each instance, use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director,
officer or employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction
or simulation thereof owned by the Purchaser or its affiliates or any information relating to the business or operations of the
Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby).
Notwithstanding the foregoing, the Company may disclose (i) the Purchaser’s name and information concerning the Purchaser
(A) to the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to
the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require the Purchaser’s
information in connection with the provision of services to the Company, are advised of the confidential nature of such information
and are obligated to keep such information confidential, and (ii) the Purchaser’s name and the terms of this Agreement
to the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for the Purchaser’s review
any disclosure in any registration statement, proxy statement or other document in advance of the submission, filing or disclosure
of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its
affiliates, and will not make any such submission, filing or disclosure without including any revisions reasonably requested in
writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

 


(d) No
Short Sales. The Purchaser hereby agrees that, neither it, nor any person or entity acting on its behalf, will engage
in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of
this Section 6.1(d), “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock
pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts,
options, puts, calls, swaps and similar arrangements (including on a total return basis). Notwithstanding anything to the contrary
set forth herein, (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with
the Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated
in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into any Short
Sales and (ii) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions made
by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(d) shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed
Securities pursuant to this Agreement.   


 


(e)  Stock
Exchange Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Ordinary
Shares and Warrants on Nasdaq Capital Market (or another national securities exchange) until the third anniversary of the Business
Combination Closing.


 


7. General
Provisions.


 


(a) Notices. All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if
sent by electronic mail or facsimile or digital file or other electronic means of communication (if any) during normal
business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company
shall be sent to: LP Acquisition Corp., c/o The LCP Group, L.P., 50 Main Street (Suite 410), White Plains, NY 10606,
Attention: Peter Sullivan, Chief Financial Officer, Email: psullivan@lcpgroup.com, with a copy to Ellenoff Grossman &
Schole LLP, 1345 6th Ave, New York, NY 10105, Attention: Tamar Donikyan, Email: tdonikyan@egsllp.com.


 


 All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereto,
or to such email address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with
this Section 7(a).


 


(b)     No
Finder’s Fees.  Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees
or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 




    	 	11	 



     


    

 


(c) Survival
of Representations and Warranties.  All of the representations and warranties contained herein shall survive the consummation
of the transactions contemplated by this Agreement.


 


(d)     Entire
Agreement.  This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


  


(e) Successors. 
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)     Assignments. 
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.


 


(g) Counterparts. 
This Agreement may be executed in two or more counterparts delivered by mail, facsimile, email or digital file or other electronic
means of communication, each of which will be deemed an original but all of which together will constitute one and the same instrument.
In the event that any signature is delivered by facsimile, email or delivery of a digital file or other electronic means of communication,
such signature shall create a valid and binding obligation on the party executing with the same force and effect as the signed
original.


 


(h)     Headings. 
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(i) Governing
Law.  This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles. 


(j)     Jurisdiction. 
The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the
United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York,
and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)     WAIVER
OF JURY TRIAL.  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.


 


(l) Amendments. 
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and the Purchaser.


 




    	 	12	 



     


    

 


(m)    Severability. 
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)     Expenses. 
Each of the Company, the Sponsor and the Purchaser will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and
expenses of agents, representatives, financial advisors, legal counsel and accountants, except that the Sponsor will be responsible
for legal fees in an amount up to $50,000 in the aggregate for the Purchaser and each of its affiliates that are purchasers of
the Subscribed Securities under their own subscription agreements. The Company shall be responsible for the fees of its transfer
agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities and the
securities issuable upon conversion or exercise of the Securities.


 


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


 


(p)     Waiver. 
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q)     Specific
Performance.  Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or equity.


 


(r) No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto (and their respective successors and
permitted assigns) and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


 (s)     Confidentiality. 
Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the
provisions of Section 6(c) hereof), unless and until the transactions contemplated hereby and the terms hereof
are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not
publicly disclose the existence or terms of this Agreement or the identity of the parties to this Agreement.  Notwithstanding
the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its and their respective directors,
officers, employees, advisors, director or indirect owners, agents and representatives, in each case so long as such person or
entity has been advised of the confidentiality obligations hereunder and owes an obligation of confidentiality to the Purchaser
in connection therewith; provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any
such person or entity. This confidentiality provision shall survive any termination of this Agreement that occurs prior to any
public announcement or other public disclosure by the Company of the transactions contemplated hereby and the terms hereof.


 


[Signature page follows]


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	LCP ACQUISITION CORP. 
	 	 	 
	 	By:	             
	 	Name:
	 	Title:
	 	 	 
	 	SPONSOR:
	 	 	 
	 	LCP SPONSOR LLC 
	 	 
	 	By:	           	 
	 	Name:	
	 	Title: 	


 





[Signature Page to Subscription Agreement]


 




    	 	14	 



     


    

	 	
         

        PURCHASER:

	 	 
	 	[BLACKROCK ENTITY]
	 	
         

	 	 
	 	 
	 	Name:  
	 	Title:  


 


	 	
        

        Purchaser’s Address for Notices:

	 	 
	 	
        c/o BlackRock Financial Management, Inc.

        55 East 52nd Street

        New York, NY 10055

        Attn: 

         

        with copies to:

         

        c/o BlackRock, Inc.

        Office of the General Counsel

        40 East 52nd Street, New York, NY 10022

        Attn: David Maryles and Reid Fitzgerald

        Email: legaltransactions@blackrock.com

         

        And

         

        Kramer Levin Naftalis & Frankel LLP

        1177 Avenue of the Americas

        New York, NY 10036

        Attn: Christopher S. Auguste

        Email: cauguste@kramerlevin.com






 


[Signature Page to Subscription Agreement]


 




    	 	15	 



     


    

 


Execution Version


 


Schedule A 


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares	 	 		 	 	$		 
	Private Placement Warrants	 	 	 	 	 	$		 



 


*In the event that the Over-allotment Option is not exercised,
the Purchaser agrees to forfeit up to [____] of Founder Shares in the same proportion as the amount of the Over-allotment Option
that is not exercised.


 


**In the event that the Over-allotment Option is exercised,
the Purchaser agrees to purchase up to an additional [____] of Private Placement Warrants at a price of $1.50 per warrant (or up
to [____] Private Placement Warrants), in the same proportion as the amount of the Over-allotment Option that is exercised.