Exhibit 10.6


 


EXECUTION VERSION


 


SUBSCRIPTION AGREEMENT


 


September [           ],
2022


 


Malacca Straits Acquisition Company Limited


Unit 601-2, St. George’s Building


2 Ice House Street


Central, Hong Kong


Attn: Gordon Lo, Chief Executive Officer


 


Indiev, Inc.


5001 S Soto Street


Vernon, CA 90058


Attn: Mr. Hai Shi, CEO


 


Ladies and Gentlemen:


 


In connection with the proposed
business combination (the “Transaction”) between Malacca Straits Acquisition Company Limited, a Cayman Islands exempt
company (together with its successors, including after the Domestication (as defined below), the “Company”), and Indiev,
Inc., a California corporation (together with its successors, “Target”), in accordance with that certain Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended, the “Merger Agreement”), by and among, the Company,
Target, MLAC Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”),
and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A common stock
(after giving effect to the Domestication, the “Common Shares”), for a purchase price of $10.00 per share (the “Purchase
Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Merger Agreement,
among other matters, (i) prior to the consummation of the transactions contemplated by the Merger Agreement (the “Transaction
Closing”), the Company will re-domicile out of the Cayman Islands and into the State of Delaware, and become a Delaware corporation
pursuant to the Cayman Islands Companies Law (2022 Revision) and the applicable provisions of the Delaware General Corporation Law (the
“Domestication”), and (ii) upon the Transaction Closing, Merger Sub will merge with and into Target, with Target continuing
as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”), as a result of which, each
of the issued and outstanding shares of stock of Target immediately prior to the consummation of the Merger shall no longer be outstanding
and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive Common Shares and the outstanding
options of Target will be assumed by the Company, in each case, subject to the terms and conditions of the Merger Agreement. In connection
therewith, the undersigned subscriber (“Subscriber”), the Company and Target agree in this subscription agreement (this
“Subscription Agreement”) as follows:


 


1.
Subscription.


 


(a)
Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell
to Subscriber, such number of Common Shares as is set forth on the signature page of this Subscription Agreement (the “Shares”)
at the Purchase Price per Share and on the terms provided for herein.


 


(b)
Notwithstanding anything to the contrary contained in this Subscription Agreement, in lieu of Subscriber making the full cash payment
for the Shares purchased hereunder, Subscriber may offset a portion of the aggregate Purchase Price for the Shares by the amounts owed
to Subscriber by to the Company or the Target as of the Closing, up to a maximum amount as set forth on the signature page of this Subscription
Agreement (the “Payable Offset Amount”). Any such amounts offset shall be considered a payment by the Subscriber for
the Shares for all purposes of this Agreement, and upon the issuance of the Shares, all such amounts owed by the Company and/or Target
to Subscriber that are offset shall be fully paid and discharged.


 






     


     


    

 


2.
Closing; Delivery of Shares.


 


(a)
The closing of the sale of Shares contemplated hereby (the “Closing”, and the date on which the Closing actually
occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction Closing.
The Closing shall occur on the date of, and immediately prior to, the Transaction Closing, but after the Domestication.


 


(b)
The Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) that
the Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”)
that is not less than three (3) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s
wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow
agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two (2) business days prior to the Scheduled
Closing Date, Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate
Purchase Price”) (net of any Payable Offset Amount) by wire transfer of United States dollars in immediately available funds.
The wire transfer shall identify Subscriber, and unless otherwise agreed by the Company, the funds shall be wired from an account in Subscriber’s
name. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company
against delivery to Subscriber of the Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under
state or federal securities laws or those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below.


 


(c)
Promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares to Subscriber (or its permitted assignee)
in book-entry form with restrictive legends for the number of Shares as set forth on the signature page to Subscriber as indicated on
the signature page or to a custodian designated by Subscriber, as applicable, as indicated below.


 


(d)
The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise
relieve either party of any of its obligations hereunder; any such termination will occur solely pursuant to Section 7 below. If
(i) this Subscription Agreement is terminated prior to the Closing, or (ii) the Closing Date does not occur within three (3) business
days after the Scheduled Closing Date specified in the Closing Notice, and in either case any funds have already been sent by Subscriber
to the Escrow Account, the Company shall instruct the Escrow Agent to promptly (but not later than five (5) business days after the Scheduled
Closing Date specified in the Closing Notice) return the funds delivered by Subscriber for payment of the Shares by wire transfer in immediately
available funds to the account specified in writing by Subscriber.


 


3.
Closing Conditions. In addition to the condition set forth in Section 2(a) above:


 


(a)
The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:


 


(i)
no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred and be continuing;


 






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(ii)
no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued,
promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then
in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting
consummation of the transactions contemplated hereby; and


 


(iii)
all material conditions precedent to the Transaction Closing set forth in the Merger Agreement shall have been satisfied (as determined
in good faith by the parties to the Merger Agreement) or waived by the parties thereto in accordance with the requirements of the Merger
Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).


 


(b)
The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of
the additional conditions that, on the Closing Date:


 


(i)  all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for
representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than
representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties
shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by
Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of
the Closing Date; and


 


(ii)
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.


 


(c)
The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the
additional conditions that, on the Closing Date:


 


(i)
all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for
representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than
representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties
shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by
the Company of each of the representations, warranties and agreements of the Company contained in this Subscription Agreement as of
the Closing Date;


 


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


 






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(iii)
the Shares shall have been approved for listing on the Nasdaq Capital Market (“Nasdaq”) (or, at the election
of the Company, the New York Stock Exchange (“NYSE”)), subject to official notice of issuance;


 


(iv)
the terms of the Merger Agreement (including the conditions thereto) shall not have been amended, modified or waived in a manner
that would reasonably be expected to be materially adverse to the economic benefits that Subscriber (in its capacity as such) would reasonably
expect to receive under this Subscription Agreement without the written consent of Subscriber; and


 


(v)
there shall have been no amendment, waiver or modification to any other subscription agreements entered into in connection with
the Offering contemplated hereby (the “Other Subscription Agreements”) that materially benefits the subscriber thereunder
(an “Other Subscriber”) unless Subscriber has been offered the substantially similar benefits (excluding Strategic
Arrangements (as defined below) and Existing Target Equity Holder Arrangements (as defined below)).


 


4.
Company Representations and Warranties. The Company represents and warrants to Subscriber that:


 


(a)
As of the date hereof, the Company is duly formed, validly existing and in good standing under the laws of the Cayman Islands,
and as of the Closing, after giving effect to the Domestication, the Company will be a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate
its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


(b)
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into the Subscription Agreement, and to issue the Shares at the Closing been taken by the Company’s Board of Directors,
and as of the Closing, will have been taken by the Company’s shareholders. This Subscription Agreement has been duly authorized,
executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or
otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


(c)
Upon the consummation of the Domestication, the Shares will have been duly authorized and, when issued and delivered to Subscriber
against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be free and clear of any liens
or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed by applicable securities laws)
in accordance with the terms of this Subscription Agreement, and will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational documents
or applicable law.


 


(d)
As of the date hereof, the Company is authorized to issue 221,000,000 shares, of which 200,000,000 shares are Class A ordinary
shares, par value $0.0001 per share (“Class A Ordinary Shares”), 20,000,000 shares are Class B ordinary shares, par
value $0.0001 per share (“Class B Ordinary Shares”), and 1,000,000 shares are preference shares, par value $0.0001
per share (“Preferred Shares”), each having the rights and preferences set forth in the Company’s Amended and
Restated Memorandum and Articles of Association (the “Current Charter”) as in effect as of the date hereof. As of the
date of this Subscription Agreement, there are issued and outstanding (A) 4,705,551 Class A Ordinary Shares, (B) 3,593,750 Class B Ordinary
Shares, (C) no Preferred Shares, (D) 7,187,500 redeemable public warrants to purchase one-half (1/2) of one Class A Ordinary Share, and
(E) 4,750,000 private placement warrants to purchase one whole Class A Ordinary Share. All of the Company’s outstanding Class A
Ordinary Shares and Class B Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to
or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under
any applicable provisions of the Cayman Islands Companies Law (2022 Revision), the Current Charter or any contract or agreement to which
the Company is a party. None of the outstanding Class A Ordinary Shares or Class B Ordinary Shares have been issued in violation of any
applicable securities laws. Except as set forth above in this Subscription Agreement and pursuant to the Other Subscription Agreements,
the Merger Agreement and the other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there
are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the
Company or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there are no shareholders
agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the
voting of any securities of the Company other than (x) as set forth in the SEC Reports and (y) as contemplated by the Merger Agreement.


 






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(e)
Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the execution, delivery and performance
of this Subscription Agreement and the consummation by the Company of the transactions that are the subject of this Subscription Agreement
(including the issuance and sale of the Shares) in compliance herewith will be done in accordance with the rules of Nasdaq (or NYSE, as
applicable) and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of,
or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license,
lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have (A) a material adverse
effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company or (B) materially
affect the validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations
under the terms of this Subscription Agreement (each, a “Material Adverse Effect”); (ii) any material violation of
the provisions of the organizational documents of the Company; or (iii) any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would
have a Material Adverse Effect.


 


(f)
The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor
or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions
contemplated by this Subscription Agreement for which Subscriber could become liable (it being understood that Subscriber will effectively
bear its pro rata share of any such expense indirectly as a result of its investment in the Company). The Company is not aware of any
person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any Common Shares in the Offering.


 


(g)
The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


(h)
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, in connection with the
offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the
Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Shares (i) were not offered to Subscriber
by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities
Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act, or any state securities laws.


 






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(i)  Except
for or in respect of any changes (including any revisions to or restatements of SEC Reports (as defined below) or financial
statements contained therein) to (i) the Company’s historical accounting of the Company’s warrants as equity rather than
as liabilities as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies that was issued by the SEC on April 12, 2021, and related guidance by the SEC, (ii) the Company’s
accounting or classification of the Company’s outstanding redeemable capital stock as temporary, as opposed to permanent,
equity that may be required as a result of related statements by the SEC staff or recommendations or requirements of the
Company’s auditors, or (iii) the Company’s historical or future accounting relating to any other guidance from the SEC
staff after the date hereof relating to non-cash accounting matters (the foregoing clauses (i) through (iii), collectively, the
“SEC SPAC Accounting Changes”), and except for any delays in the filing of the Company’s periodic reports
as they come due (which, as of the date hereof, have all since been filed with the SEC), as of their respective dates, all reports
(the “SEC Reports”) filed or required to be filed by the Company with the SEC complied in all material respects
with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed as of the
time of the execution of this Subscription Agreement and at the time of the Transaction Closing, contained or will contain any
untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The parties
acknowledge and agree that any restatement, revision or other modification of the Company’s financial statements or the SEC
Reports as a result of any SEC SPAC Accounting Changes shall be deemed not material for purposes of this Subscription Agreement.
Except for any SEC SPAC Accounting Changes, the financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect
at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates
thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited statements, to
normal, year-end audit adjustments and the absence of complete footnotes. The Company has timely filed with the SEC each SEC Report
that the Company was required to file with the SEC. A copy of each SEC Report is available to Subscriber via the SEC’s EDGAR
system.


 


(j)  
Other than the Other Subscription Agreements and the Merger Agreement, the Company has not entered into any side letter or similar
agreement with any Other Subscriber in connection with such Other Subscriber’s investment in the Company. No Other Subscription
Agreement includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder,
unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended or
modified in any material respect following the date of this Subscription Agreement unless Subscriber has been offered a substantially
similar amendment. For the avoidance of doubt, the foregoing shall exclude (A) any commercial arrangements entered into by the Company
or Target with Other Subscribers that have executed Other Subscription Agreements and that the Company or Target has determined are strategic
investors (“Strategic Arrangements”) and (B) any arrangements that Target has entered into prior to or as of the date
hereof with Other Subscribers that have executed Other Subscription Agreements which Other Subscribers, as of the date hereof, are equity
holders of Target who have entered into such arrangements in their capacity as equity holders of Target (“Existing Target Equity
Holder Arrangements”).


 


(k)
Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other
regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending, or, to the knowledge of
the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity
or arbitrator outstanding against the Company;


 






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(l)  
As of the date hereof, the Company’s Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act
and are listed for trading on Nasdaq. As of the date hereof, there is no suit, action, proceeding or investigation pending or, to the
knowledge of the Company, threatened in writing against the Company by Nasdaq or the SEC (and the Company has not received any written
notification of any intention by Nasdaq or the SEC) to deregister such shares or prohibit or terminate the listing of the Class A Ordinary
Shares on Nasdaq. Other than as contemplated by the Merger Agreement, the Company has taken no action intended to result in, or that would
reasonably be expected to result in, the termination of the registration of such shares under the Exchange Act.


 


(m)
The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person
in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other
than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with
Section 6, (iv) those required by the Nasdaq (or if applicable, NYSE), including with respect to obtaining approval of the Company’s
shareholders, (v) filings pursuant to applicable antitrust laws, (vi) consents or other approvals, waivers or authorizations required
for the consummation of the transactions contemplated by this Subscription Agreement that the Company reasonably expects to receive on
or prior to the Closing), in each case the failure of which to obtain would not be reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect or have a material adverse effect on the Company’s ability to consummate the transactions
contemplated hereby, including the issuance and sale of the Shares.


 


(n)
The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, after the Closing the Shares may be
pledged by Subscriber in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment
of the Shares hereunder to the extent permitted by applicable securities laws, and Subscriber effecting a pledge of Shares shall not be
required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Subscription Agreement.
The Company hereby agrees to execute and deliver such customary and reasonable documentation as a pledgee of the Shares may reasonably
request in connection with a pledge of the Shares to such pledgee by Subscriber.


 


(o)
The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon
by Subscriber.


 


5.
Subscriber Representations, Warranties and Covenants. Subscriber represents and warrants to the Company that:


 


(a)
Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly
represents the applicable additional matters under clause (i) or (ii) below:


 


(i)  
Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is (i)
a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor”
(within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit
A hereto, and (ii) is acquiring the Shares only for its own account and (iii) not for the account of others, and not on behalf of
any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. Subscriber is not an entity formed for the specific purpose of acquiring the Shares.


 






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(ii)
Applicable to non-U.S. investors: Subscriber understands that the sale of the Shares is made pursuant to and in reliance upon Regulation
S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation
S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it
considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is not
relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained
in this Subscription Agreement. Subscriber understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions
thereunder, including compliance with the distribution compliance period provisions therein.


 


(b)
Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares delivered at the Closing will not have been registered under the Securities Act. Subscriber
understands that the Shares may not be resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent
permitted by applicable law) or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act
except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration
requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states
and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered
at the Closing shall contain a legend or restrictive notation to such effect. Subscriber acknowledges that the Shares will not immediately
be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares,
until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer
restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment
in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making
any offer, resale, pledge or transfer of any of the Shares.


 


(c)
Subscriber understands and agrees that Subscriber is purchasing Shares directly from the Company. Subscriber further acknowledges
that, other than those representations, warranties, covenants and agreements of the Company included in this Subscription Agreement, there
have been no representations, warranties, covenants and agreements made to Subscriber by the Company, the Target or any of their respective
officers or directors or other Representatives, expressly or by implication. Except for the representations, warranties and agreements
of the Company expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information,
investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares
and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Target, including
all business, legal, regulatory, accounting, credit and tax matters.


 


(d)
Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under
Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 






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(e)
Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make
an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that, it
has received and reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus
of the Company, dated as of July 14, 2020 and filed with the SEC (File No. 333-239462) on July 15, 2020 (the “Prospectus”),
(ii) each SEC Report through the date of this Subscription Agreement, (iii) the Merger Agreement, a copy of which will be filed by the
Company with the SEC and (iv) the investor presentation by the Company and Target (the “Investor Presentation”), a
copy of which will be furnished by the Company to the SEC. Subscriber understands the significant extent to which certain of the disclosures
contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber
and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions,
receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed
necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of the Company, Target
and the Shares and Subscriber has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations
relevant to its investment in the Shares. Subscriber acknowledges that it has reviewed the documents made available to Subscriber by the
Company and Target. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and
that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes
in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise
provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.


 


(f)
Subscriber became aware of this Offering of the Shares solely by means of direct contact between Subscriber and the Company or
the Target or a representative of the Company or the Target, and the Shares were offered to Subscriber solely by direct contact between
Subscriber and the Company, the Target or a representative of the Company or the Target. Subscriber acknowledges that the Company represents
and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the Company’s
knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,
or any state securities laws. Subscriber has a substantive pre-existing relationship with the Company, Target or their respective affiliates
for this Offering of the Shares. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders 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 Offering.


 


(g)
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including those set forth in the Disclosure Documents and the SEC Reports. Subscriber is able to fend for itself in the transactions contemplated
herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to
make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced in investing in private placement transactions
and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies
involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the
Shares.


 


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


 






    9


     


    

 


(i) 
In making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber
and the representations and warranties of the Company set forth herein. Subscriber acknowledges and agrees that Subscriber had access
to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment
decision with respect to the Shares; provided, that neither the due diligence investigation conducted by Subscriber in connection with
making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend or affect
Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained
herein.


 


(j) 
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the
Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.


 


(k)
If an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation. Subscriber has the power and authority to enter into, deliver and perform Subscriber’s obligations
under this Subscription Agreement.


 


(l) 
The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation
applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency,
or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual,
will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement is genuine,
and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an
individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and
binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.


 


(m)
Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President
of the United States and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person,
that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell
bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including
any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any
other country or territory embargoed or subject to substantial trade restrictions by the United States. Subscriber agrees to provide law
enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so
under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended
by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber
maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required,
it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including
the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber
and used to purchase the Shares were legally derived.


 






    10


     


    

 


(n)
Neither Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors,
affiliates or executive officers (collectively with Subscriber, the “Covered Persons”), are subject to any of the “Bad
Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except
for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered
Person is subject to a Disqualification Event. The acquisition of Shares by Subscriber will not subject the Company to any Disqualification
Event.


 


(o)
Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


(p) Subscriber has, and on
each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement
will have, sufficient immediately available funds to pay the Aggregate Purchase Price.


 


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


 


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


 


(s)
Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or
pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option
to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the
Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Class A Ordinary Shares or Common
Shares until the Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance
of doubt, nothing contained herein shall prohibit Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates
or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution
of this Subscription Agreement, or (ii) any sale (including the exercise of any redemption right) of securities of the Company (A) held
by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior
to the execution of this Subscription Agreement or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting
on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement.
Notwithstanding the foregoing, (x) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge
of this Subscription Agreement or of Subscriber’s participation in the Offering or the Transaction (including Subscriber’s
controlled affiliates and/or affiliates) from entering into any “short sales” as defined in Rule 200 of Regulation SHO under
the Exchange Act and (y) if Subscriber is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers
managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement.


 






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(t) 
Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon
by the Company.


 


6.
Registration Rights.


 


(a)
The Company agrees that, within thirty (30) calendar days after the Transaction Closing (the “Filing Deadline”),
the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the
Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof. The Company agrees that the Company will cause such Registration
Statement or another registration statement (which may be a “shelf” registration statement) to remain effective with respect
to the Shares until the earlier of (i) two years from the issuance of the Shares, (ii) the date on which Subscriber ceases to hold the
Shares covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Shares (or shares received
in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the
manner of sale or the amount of such securities that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined
in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company (or its successor) upon request to assist the Company
in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent
upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber
and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the
Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling stockholder in similar situations. If the SEC prevents the Company from including any or all of the Shares proposed to be
registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale
of the Company’s securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale
such number of Company securities which is equal to the maximum number of Company securities as is permitted by the SEC and (ii) the number
of Company securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among
all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under
the Securities Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration
Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section
6. The Company will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of filing the Registration
Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the
SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber
will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company to file
the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to file the Registration
Statement or effect the registration of the Shares set forth in this Section 6. For as long as Subscriber holds the Shares issued
pursuant to this Subscription Agreement, the Company will (A) make and keep public information available, as those terms are understood
and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as
long as the Company remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each
case, to enable Subscriber to resell the Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to
Subscriber), as applicable.


 






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(b)
The Company shall, at its sole expense, advise Subscriber within five (5) business days: (i) when a Registration Statement or any
amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective;
(ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event
that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do
not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.
Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder
to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein,
such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 


(c)
The Company may delay filing or suspend the use of any such registration statement if it determines that in order for the registration
statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially
affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially
adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company may not delay
or suspend the Registration Statement on more than two (2) occasions or for more than ninety (90) consecutive calendar days, or more than
one hundred fifty (150) total calendar days, in each case during any twelve (12) month period. Upon receipt of any written notice from
the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result
of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales
of the Shares under the Registration Statement until Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects
the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice
from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written
notice delivered by the Company unless otherwise required by applicable law. If so directed by the Company, Subscriber will deliver to
the Company or destroy all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this
obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply to (i) the extent Subscriber is required
to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers
as a result of automatic data back-up.


 






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(d)
From and after the Closing, the Company agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the
meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or
executes the resale of any Shares (collectively, the “Subscriber Indemnified Parties”), harmless against any and all
losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending
or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly
that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or
any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment
thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were
made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are caused by or contained in any
information or affidavit so furnished in writing to the Company by Subscriber for use therein. Notwithstanding the forgoing, the Company’s
indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior
written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).


 


(e)
From and after the Closing, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated
hereby or any other selling shareholders using the applicable registration statement, indemnify and hold the Company, and the officers,
employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning
of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and all
Losses incurred by the Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the
prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged
omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light
of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any
information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. In no event shall the liability
of Subscriber under this Section 6(e) be greater in amount than the dollar amount of the net proceeds received by Subscriber upon
the sale of the Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent
of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).


 


7.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earlier to occur of: (a) the mutual written agreement of each of the parties hereto and Target to terminate this Subscription Agreement;
(b) such date and time as the Merger Agreement is terminated in accordance with its terms; or (c) written notice by either party to the
other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated
on or prior to the Outside Date (as defined in the Merger Agreement); provided that (i) nothing herein will relieve any party from
liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in
equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 7 through 11
of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall
notify Subscriber of the termination of the Merger Agreement promptly after the termination of such agreement. Upon the termination of
this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase
Price hereunder shall be promptly returned to Subscriber.


 






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8.
Trust Account Waiver. Subscriber hereby represents and warrants that it has read the Prospectus and understands that
the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering
(the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public shareholders
(including overallotment shares acquired by the Company’s underwriters, the “Public Shareholders”), and that,
except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders
in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination
(as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline
to consummate a Business Combination, (b) to the Public Shareholders if the Company fails to consummate a Business Combination within
18 months after the closing of the IPO, which has since been extended to October 17, 2022 by an amendment to the Company’s organizational
documents, and subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest
earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or
(d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering
into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement,
neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind
in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions
therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement
or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability
(collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives
any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom)
now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever
(including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). Subscriber
agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company
and its affiliates to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such
waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber
or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives,
Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside
of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves
or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained
therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against
the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive
relief, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated
legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such
action or proceeding. Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates
to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the
liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription
Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s
respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary
contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this
Subscription Agreement and last indefinitely.


 


9.
Miscellaneous.


 


(a)
Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Shares
acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written
consent of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio.


 


(b)
The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the
eligibility of Subscriber to acquire the Shares, and Subscriber shall provide such information to the Company promptly upon such request,
it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to
the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s
eligibility or the Company determines that Subscriber is not eligible. On or prior to the Closing Date, the Company and Subscriber shall
execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and
necessary in order to consummate the subscription as contemplated by this Subscription Agreement.


 


(c) Subscriber
acknowledges that the Company, Target and others will rely on the acknowledgments, understandings, agreements, representations and
warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing,
Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and
warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii)
would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of Shares from the Company will
constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by
any such notice) by Subscriber as of the time of such purchase. Subscriber acknowledges and agrees that Target is a third-party
beneficiary of the representations, warranties and covenants of Subscriber contained in Section 5 of this Subscription
Agreement, and that Target is otherwise an express third party beneficiary of this Subscription Agreement, entitled to enforce the
terms hereof against Subscriber as if it were an original party hereto. Except as expressly set forth herein, this Subscription
Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and
assigns.


 






    15


     


    

 


(d)
Each of the Company and Target is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this
Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to
the transactions contemplated hereby without the prior written consent of the Company (such consent not to be unreasonably withheld or
delayed).


 


(e)
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(f)
This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the
party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver
by the Company of the provisions of this Subscription Agreement shall be effective without the prior written consent of Target (other
than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other
material term of this Subscription Agreement). No failure or delay in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise
of any right, power or privilege hereunder.


 


(g) This Subscription Agreement
constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written
and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the
Company and Subscriber in connection with the Offering).


 


(h)
This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


(i) 
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(j) 
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf)
and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


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


 






    16


     


    

 


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


 


(m)
Subscriber hereby consents to the publication and disclosure in any press release issued by the Company or Form 8-K filed by the
Company with the SEC in connection with the execution and delivery of the Merger Agreement or this Subscription Agreement and the filing
of any related documentation with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or any
other securities authorities, any other documents or communications provided by the Company to any governmental authority or to security
holders of the Company) of Subscriber’s identity and beneficial ownership of Shares and the nature of Subscriber’s commitments,
arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the Company, a copy of
this Subscription Agreement or the form hereof. Subscriber will promptly provide any information reasonably requested by the Company for
any regulatory application or filing made or approval sought in connection with the Transaction or the Closing (including filings with
the SEC).


 


(n)
This Subscription Agreement, and all actions arising out of or in connection with this Subscription Agreement, shall be governed
by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that
would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate
courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby
irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim
in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any
such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to
the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this
Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth in Section 9(o). Nothing in this Section 9(n) shall affect the right of any party to serve legal process
in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally
irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based
hereon, or arising out of, under, or in connection with, this Subscription Agreement or the transactions contemplated hereby.


 






    17


     


    

 


(o)
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business
day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after
being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the
following addresses (or at such other address for a party as shall be specified by like notice):


 


	
    If to the Company, to:

     

    Malacca Straits Acquisition Company Limited

    Unit 601-2, St. George’s Building

    2 Ice House Street

    Central, Hong Kong

    Attn:   Gordon Lo, Chief Executive Officer;

               Stanley Wang, Chief Financial Officer

    Telephone No.: +852 21060888

    Email:   gordon@malaccastraits.net;

                  stanley@malaccastraits.net

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

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn:     Matthew A. Gray, Esq.

                 Stuart Neuhauser, Esq.

    Telephone No.: (212) 370-1300

    Email:   mgray@egsllp.com;

                  sneuhauser@egsllp.com

	Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.


 


(p)
The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting
this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context,
any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning
“include”) means including without limiting the generality of any description preceding or succeeding such term and shall
be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this
Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement,
the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking
institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially
banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer
to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”
(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt,
any reference in this Subscription Agreement to an affiliate of the Company prior to the closing of a Business Combination will include
the Company’s sponsor, Malacca Straits Management Company Limited.


 


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


 


(r)  
The legend described in Section 5(b) herein shall be removed and the Company shall issue a certificate (or cause book-entries
to be reflected) without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery
at the applicable balance account at The Depository Trust Company (“DTC”), within five (5) business days of written
request by Subscriber (i) if such Shares are registered for resale under the Securities Act, and the holder has sold or proposes to sell
such Shares pursuant to such registration, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company
with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the
Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Shares can be sold, assigned
or transferred without restriction or current public information requirements pursuant to Rule 144, including any volume and manner of
sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Company to be in compliance with the
current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Company
with a customary undertaking to effect any sales or other transfers in accordance with the Securities Act. The Company shall be responsible
for the fees of the applicable transfer agent, its legal counsel and all DTC fees associated with such issuance, including the fees for
causing its counsel to deliver a legal opinion, if any, to the transfer agent in connection with transfers under Rule 144 by Subscriber
and Subscriber shall be responsible for all other fees and expenses (including any applicable broker fees or transfer taxes). To the extent
required by the Company’s transfer agent, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver
a customary opinion within five (5) business days of the delivery of all reasonably necessary representations and other documentation
from Subscriber as reasonably requested by the Company’s transfer agent.


 






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10.  
Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this
Subscription Agreement in making its investment or decision to invest in the Company. Subscriber further acknowledges and agrees that
no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons,
members, officers, directors, partners, agents, employees or other Representatives of any such other purchaser), shall be liable to Subscriber
pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection
with the purchase of the Shares.


 


11.  
Independent Nature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not
joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in
any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber
to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently
of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company, Target or any of its subsidiaries which may have been made
or given by any Other Subscriber or by any agent or employee of any Other Subscriber, and neither Subscriber nor any of its agents or
employees shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials,
statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber
pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that Subscriber and Other Subscribers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.
Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder
and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing
its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights under this
Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for
such purpose.


 


{SIGNATURE PAGES FOLLOW}


 






    19


     


    

 





IN WITNESS WHEREOF, the parties
hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	Malacca Straits Acquisition Company Limited
	 	 	 
	 	By:	  
	 	 	Name:	 
	 	 	Title:	 



 






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{SUBSCRIBER SIGNATURE PAGE TO THE SUBSCRIPTION
AGREEMENT}


 


IN WITNESS WHEREOF, the undersigned
has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


Name(s) of Subscriber:                                                                                                                                    


 


Signature of Authorized Signatory of Subscriber:                                                                                    


 


Name of Authorized Signatory:                                                                                                                     


 


Title of Authorized Signatory:                                                                                                                       


 


Address for Notice to Subscriber:


 


                                                                                                                         


                                                                                                                         


                                                                                                                         


Attention:                                                                                                                                         


Email:                                                                                                                                                  


Facsimile No.:                                                                                                                                    


Telephone No.:                                                                                                                                 


 


Address for Delivery of Shares to Subscriber (if not same as address
for notice):


 


                                                                                                                         


                                                                                                                         


                                                                                                                         


 


Subscription Amount: $                                                                       


 


Number of Shares:                                                                                


 


Payable Offset Amount: $                                                                              


 


Subscriber
status (mark one): ☐ U.S. investor ☐ Non-U.S. investor


 


EIN Number:                                                                                          


 






    21


     


    

 


Exhibit A


Accredited Investor Questionnaire


 


Capitalized terms used and not defined in this
Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.


 


The undersigned represents and warrants that the
undersigned is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a)
of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more
of the reasons specified below (please check all boxes that apply):


 


		(i)	 A natural person whose net
worth, either individually or jointly with such person’s spouse or spousal equivalent, at the time of Subscriber’s purchase,
exceeds $1,000,000;



 


The term “net worth” means
the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market
value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent,
joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included
in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a
relationship generally equivalent to a spouse.


 


	 	 (ii)   	A natural person who had an individual
income in excess of $200,000, or joint income with Subscriber’s spouse or spousal equivalent in excess of $300,000, in each of the
two most recent years and reasonably expects to reach the same income level in the current year;



 


In determining individual “income,”
Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income)
any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed
for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.


 


		 (iii) 	A director or executive officer of the Company;



 


		 (iv) 	A natural person holding in good standing with one
or more professional certifications or designations or other credentials from an accredited educational institution that the U.S. Securities
Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;



 


The SEC has designated the General
Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment
Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.


 


		 (v)   	A natural person who is a “knowledgeable
employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”),
of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of the
Investment Company Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act;



 






    22


     


    

 


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



 


	______	 (vii)	A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);



 


	______	 (viii)	An investment adviser registered pursuant to Section 203 of the Investment
Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment
adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act;



 


	______	 (ix) 	An insurance company as defined in Section 2(13)
of the Exchange Act;



 


	______	 (x)   	An investment company registered under
the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;



 


	______	 (xi)	A Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;



 


	______	 (xii)	A Rural Business Investment Company as defined in Section 384A
of the Consolidated Farm and Rural Development Act;



 


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



 


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



 


	______	 (xv)  	A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;



 


	______	 (xvi)	 An organization described in Section 501(c)(3) of the Internal Revenue
Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose
of acquiring the Securities, with total assets in excess of $5,000,000;



 


	______	 (xvii)  	A trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial
and business matters that such person is capable of evaluating the merits and risks of investing in the Company;



 


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



 






    23


     


    

 


	______	 (xix)  	A “family client” as defined in Rule 202(a)(11)(G)-1 under
the Investment Advisers Act, of a family office meeting the requirements set forth in (xviii) and whose prospective investment in the
issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment;



 


	______	 (xx)  	A “qualified institutional buyer” as defined
in Rule 144A under the Securities Act;



 


	______	 (xxi)  	An entity, of a type not listed above, not formed for the specific
purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or



 


	______	 (xxii)	 An entity in which all of the equity owners qualify as an accredited investor
under any of the above subparagraphs.



 


	______	 (xxiii)	 Subscriber does not qualify under any of the investor categories set forth in (i) through
(xxi) above.



 


		2.1	Type of Subscriber. Indicate the form of entity of Subscriber:



 


	 	☐	Individual	 	☐	Limited Partnership
	 	☐	Corporation	 	☐	General Partnership
	 	☐	Revocable Trust	 	☐	Limited Liability Company
	 	☐	Other Type of Trust (indicate type):	 	________________________________
	 	☐	Other (indicate form of organization):	 	________________________________



 


		2.2.1	If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed:    .



 


		2.2.2	If Subscriber is not an individual, initial the line below which correctly describes the
application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific
purpose of acquiring the Securities and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will
share in the investment in proportion to his or her ownership interest in Subscriber.



 


 ________ True


 


 ________ False


 


If the “False” line is initialed,
each person participating in the entity will be required to fill out a Subscription Agreement.


 


	 	Subscriber:
	 	 
	 	Subscriber Name:	 



 


	 	By:	  
	 	Signatory Name: 
	 	Signatory Title: 
	 	 	 
	 	Date:	



 


 


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