Exhibit 10.9


 


FORM OF FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of [·],
2021, by and among Aperture Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), and the party
listed as the purchaser on the signature page hereof (the “Purchaser”).


 


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


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (File No. [____])
(the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public
Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001
per share (the “Class A Share(s)”), and one fifth of one redeemable warrant, where each whole redeemable warrant
is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”);


 


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


 


WHEREAS, the parties wish
to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the
 “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement
basis, the number of Class A Shares determined pursuant to Section 1(a)(i) hereof (the “Forward Purchase
Shares”) and the applicable number of Warrants determined pursuant to Section 1(a)(i) hereof, with one (1) Warrant
being issuable to the Purchaser per each five (5) Forward Purchase Shares actually issued and sold to the Purchaser hereunder (the
 “Forward Purchase Warrant(s)” and together with the Forward Purchase Shares, the “Forward Purchase Securities”)
on the terms and conditions set forth herein.


 


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


 


1.
Sale and Purchase.


 


(a)   Forward
Purchase Securities.


 


(i) The Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1) the number of Forward Purchase Shares which
is the quotient of (x) the Purchaser Capital Commitment, divided by (y) $10.00 (the “Number of Forward Purchase
Shares”), plus (2) the number of Forward Purchase Warrants which is the product of (x) the Number of Forward Purchase
Shares as determined by clause (1) multiplied by (y) 1/5 (the “Number of Forward Purchase Warrants”),
for an aggregate purchase price of $10.00 multiplied by the Number of Forward Purchase Shares issued and sold hereunder (the “FPS
Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase
Warrants shall be rounded down to the nearest whole number of Warrants.


 






     


     


    

 


(ii) For purposes hereof,
 “Purchaser Capital Commitment” shall mean an amount as determined by Purchaser and the Company in accordance with
the terms of that certain Amended and Restated Limited Liability Company Agreement of Aperture SE LLC (including giving effect to any
exercise of the Opt-Out Election (as such term is defined in the Amended and Restated Limited Liability Company Agreement of Aperture
SE LLC) by Purchaser) (the “Maximum Commitment”); provided that the Maximum Commitment shall not exceed $[●].


 


(iii) Each Forward Purchase
Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (the “Public Warrants”),
and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock
Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).


 


(iv) The Company shall
deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days before the funding
of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing,
the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”)
of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to
an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before
the anticipated date of the Business Combination Closing specified in such written notice, the Purchaser shall deliver the FPS Purchase
Price in cash via wire transfer to the account specified in such written notice, to be held in escrow pending the Business Combination
Closing. If the Business Combination Closing does not occur within thirty (30) Business Days after the Purchaser delivers the FPS Purchase
Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS
Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate this Agreement or otherwise
relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable
best efforts to effect the funding of the Forward Purchase Price on such notice as necessary to facilitate the consummation of the proposed
Business Combination. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a
Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation
to close in the City of New York, New York.


 


(iv) The closing of the
sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date as, and immediately prior
to, the Business Combination Closing (such date being referred to as the “Closing Date”). At the FPS Closing, the Company
will issue to the Purchaser the Forward Purchase Securities, registered in the name of the Purchaser, against (and concurrently with)
release of the FPS Purchase Price by the Escrow Agent to the Company.


 






     


     


    

 


(b) Delivery of Forward
Purchase Securities.


 


(i) The Company shall
register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the appropriate books and
records of the Company, if applicable, and with the Company’s transfer agent by book entry on or promptly after (but in no event
more than three (3) Business Days after) the date of the FPS Closing.


 


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


 


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


 


The
sale, pledge, hypothecation, or transfer of the Securities represented hereby are subject to the terms and conditions of a certain Forward
Purchase Agreement by and among the Holder and the other parties thereto. Copies of such agreement may be obtained upon written request
to the secretary of the Company.”


 


(c) Legend Removal.
If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with
the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend
set forth in Section 1(b)(ii) hereof. In connection therewith, if required by the Company’s transfer agent, the
Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Forward Purchase
Securities without any such legend; provided, however, that the Company shall not be required to deliver any such opinion,
authorization or certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers
of Forward Purchase Securities in violation of applicable law.


 


(d) Registration Rights.
The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit A (the
 “Registration Rights”).


 






     


     


    

 


2.
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the
date hereof:


 


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


 


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


 


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


 


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


 


(e) Purchase Entirely
for Own Account. Subject to Section 4(c), this Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward
Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further
represents that, except as contemplated by Section 4(c), the Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect
to any of the Forward Purchase Securities. If the Purchaser was formed for the specific purpose of acquiring the Forward Purchase Securities,
each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.


 






     


     


    

 


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


 


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


 


(h) No Public Market.
The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made no assurances
that a public market will ever exist for the Forward Purchase Securities.


 


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


 


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


 


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


 


(l) Residence. The
principal place of business of the Purchaser is the office located at the address of the Purchaser set forth on the signature page hereof.


 






     


     


    

 


(m) Non-Public Information.
The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public information
relating to the Company.


 


(n) Adequacy of Financing.
The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(o) Affiliation of Certain
FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge,
any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.


 


(p) Foreign Investors.
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”)), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including
(i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the
income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward
Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities
will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(q) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in
any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any
of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Purchaser and the offering, sale and purchase of the Forward Purchase
Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made
by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).


 


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


 


(a) Incorporation and
Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under the laws of
the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted. The Company has no subsidiaries.


 


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


 






     


     


    

 


(i) 500,000,000 Class A
Shares, none of which are issued and outstanding;


 


(ii) 50,000,000 Class B
ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), [____] of which are issued and
outstanding; and all of the outstanding Class B ordinary shares of the Company have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable laws; and


 


(iii) 5,000,000 preference
shares, none of which are issued and outstanding.


 


(c) Authorization.
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 this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on
the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Forward
Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will
be taken prior to the FPS Closing, as applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid
and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the
Registration Rights may be limited by applicable federal or state securities laws.


 


(d) Valid Issuance of
Forward Purchase Securities.


 


(i) The Forward Purchase
Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered
in the appropriate books and records of the Company, and the Class A Shares issuable upon conversion or exercise of the Forward Purchase
Warrants, when issued in accordance with the terms of the Forward Purchase Warrants, this Agreement and the Warrant Agreement, and registered
in the appropriate books and records of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or
similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions
on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed
by the Purchaser. The Forward Purchase Warrants, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as
of the FPS Closing. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described
in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state
securities laws.


 






     


     


    

 


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


 


(e) Governmental Consents
and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for any filings pursuant to Regulation D of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), applicable state securities laws, and pursuant to the Registration Rights.


 


(f) Compliance with
Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s memorandum
and articles of association, as they may be amended from time to time (the “Charter”) or its other governing documents,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which the Company is bound or (v) of any provision of federal or
state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse
effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


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


 


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


 


(i) Compliance with
Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






     


     


    

 


(j) Absence of Litigation.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, in each case, would have
a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


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


 


(m) Additional Investment.
[ ], or his affiliates or estate planning vehicles, have entered into forward purchase agreements in the form of this Agreement, providing
for the purchase of an aggregate of [●] Forward Purchase Securities.


 


(n) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in
any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Company, the offering, sale and purchase of the Forward Purchase Securities,
the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by any of the Purchaser Parties.


 


4. Additional Agreements,
Acknowledgements and Waivers of the Purchaser.


 


(a) Trust Account.


 


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







 






     


     


    

 


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


 


(b) No Short Sales.
The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will
engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section 4(b),
 “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct
and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale
contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.


 


(c) Transfers. Following
the decision of the CB Member not to exercise in full its Opt-Out Election, the Purchaser may transfer or assign up to 49% of the Maximum
Commitment, at any time and from time to time and in whole or in part, to any existing or prospective investor in investment funds or
other clients advised by Centerbridge Partners, L.P. (each such transferee or assignee, a “Transferee”), in each case
so long as such transfer or assignment shall not delay the funding of such amounts as contemplated under Section 1. Upon any
such transfer or assignment:


 


(i) the applicable Transferee
shall execute a joinder to this Agreement (the “Joinder Agreement”), which shall reflect the number of Forward Purchase
Securities such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution,
such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and
references herein to “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee
and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and
any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to
itself only; and


 


(ii) upon a Transferee’s
execution and delivery of a Joinder Agreement, the number of Forward Purchase Securities permitted to be purchased by the Purchaser hereunder
shall be reduced by the total number of Forward Purchase Securities permitted to be purchased by the applicable Transferee pursuant to
the applicable Joinder Agreement.


 






     


     


    

 


(d) OFAC. The Purchaser
hereby acknowledges that the Company and/or its affiliates may be obligated under applicable laws to submit information to the relevant
regulatory authorities if the Company and/or its affiliates know, suspect or have reasonable grounds to suspect that any Person is engaged
in money laundering, drug trafficking or the provision of financial assistance to terrorism and that the Company and/or its affiliates
may not be permitted to inform anyone of the fact that such a report has been made. The Purchaser is advised that, by law, the Company
may be obligated to “freeze the account” of Purchaser, either by prohibiting additional investments from the Purchaser, withholding
distributions and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required
to report such action and to disclose the Purchaser’s identity to the United States Office of Foreign Asset Control or other authorities.
The Purchaser further acknowledges that the Company may suspend the payment of distributions to the Purchaser if the Company reasonably
deems it necessary to do so to comply with anti-money laundering or anti-terrorism regulations applicable to the Company, any of its affiliates
or any of the Company’s service providers.


 


(e) Liability. The
Purchaser hereby agrees that neither the Company nor any of its affiliates shall have any liability to the Purchaser for any loss or liability
that the Purchaser may suffer to the extent that it arises out of, or in connection with, compliance by the Company and/or their affiliates
in good faith with the requirements of applicable anti-money laundering and anti-terrorism legislation or regulatory provisions.


 


(f) Reliance. The
parties hereby acknowledge that they have each relied and will rely upon the representations, warranties and covenants of each other party
set forth in this Agreement and that all such representations, warranties and covenants shall survive the date of this Agreement.


 


5. Additional Agreements
of the Company.


 


(a) NYSE Listing.
The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on the New York Stock
Exchange (or another national securities exchange).


 


6. FPS Closing Conditions.


 


(a) The obligation of the
Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at
or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived
by the Purchaser:


 


(i) The Business Combination
shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;


 


(ii) The Company shall
have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted company, as of
a date within ten (10) Business Days of the Closing Date;


 


(iii) The representations
and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof
and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 






     


     


    

 


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


 


(v) No order, writ, judgment,
injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority
or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
purchase by the Purchaser of the Forward Purchase Securities; and


 


(vi) The CB Member shall
not have exercised in full the Opt-Out Election.


 


(b) The obligation of the
Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior
to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the
Company:


 


(i) The Business Combination
shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;


 


(ii) The representations
and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof
and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The Purchaser shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv) No order, writ,
judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative
authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing
the purchase by the Purchaser of the Forward Purchase Securities.


 


7.
Termination. This Agreement may be terminated at any time prior to the FPS Closing:


 


(a) by mutual written consent
of the Company and the Purchaser; or


 






     


     


    

 


(b) automatically:


 


(i) if the IPO is not
consummated on or prior to September 30, 2021; or


 


(ii) if the Business
Combination is not consummated within 24 months from the IPO Closing, or such later date as may be approved by the Company’s shareholders
in accordance with the Charter.


 


In the event of any termination
of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and
all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions
provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without
any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members,
or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this
Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party
of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(a) shall survive
termination of this Agreement.


 


8. General Provisions.


 


(a)   (a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, and (a) personal delivery to the party to be notified, (b) when sent, if sent by email during
normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day,
(c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business
Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to Aperture Acquisition Corp,
c/o Aperture Investment Advisors LLC, 747 Third Avenue, 19th Floor, New York, NY 10017 with a copy to the Company’s counsel
at: Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285 Avenue of the Americas, New York, NY 10019, Attention: Raphael M. Russo, Esq.,
email: rrusso@paulweiss.com, fax: (212) 492-0309.


 


All communications to the
Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such email address or address
as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) No Finder’s
Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who assists the Company
in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party represents that it neither
is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify
and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s
fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the
Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser
from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 






     


     


    

 


(c) Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.


 


(d) Entire Agreement.
This Agreement and the Limited Liability Company Agreement of Aperture SE LLC, a Delaware limited liability company, together with any
documents, instruments and writings that are delivered pursuant hereto or referenced herein or therein, constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersede all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby.


 


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


 


(f) Assignments.
Except for transfers that are otherwise specifically permitted pursuant to Section 4(c) of this Agreement, no party hereto
may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
party. Notwithstanding the foregoing, the Purchaser may assign and delegate all or a portion of its rights and obligations to purchase
the Forward Purchase Securities to any Affiliate (as such term is defined in the Amended and Restated Limited Liability Company Agreement
of Aperture SE LLC) of Purchaser; provided, that no such assignment or delegation shall relieve the Purchaser of its obligations
hereunder (including its obligation to purchase the Number of Forward Purchase Shares and the Number of Forward Purchase Warrants hereunder)
and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject to the terms and conditions hereof.


 


(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.


 


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


 


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


 






     


     


    

 


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


 


(k) WAIVER OF JURY
TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


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


 


(n) Expenses. Except
as otherwise provided in the Limited Liability Company Agreement of Aperture SE LLC, each of the Company and the Purchaser will be responsible
for payment of its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and
the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors,
legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository
Trust Company’s fees associated with the issuance and resale of the Forward Purchase Securities and the securities issuable upon
conversion or exercise of the Forward Purchase Securities.


 


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


 






     


     


    

 


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


 


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


 


(r) Most Favored Nations.
The Company hereby represents and warrants that as of the date hereof, and covenants and agrees that after the date hereof, none of the
agreements with any other Person for the purchase of Class A Shares or Warrants includes or will include terms, rights or other benefits
that are more favorable, in any material respect, to such other Person than the terms, rights and benefits in favor of the Purchaser under
this Agreement, and the Company will not amend any of the terms, rights or benefits in, or waive any material obligation under, any of
the agreements with such other Person unless, in any such case, the Purchaser has been offered in writing the opportunity to concurrently
receive the benefits of all such terms, rights and benefits or waiver. The Purchaser shall notify the Company in writing, within ten (10) days
after the date it has been offered the opportunity to receive the benefit of such terms, rights, benefits or waiver, of its election to
receive any such term, right, benefit or waiver so offered.





 






     


     


    

 


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


 


	 	COMPANY
	 	 
	 	APERTURE ACQUISITION CORP.
	 	 
	 	 
	 	By:
	 	Its:
	 	 
	 	 
	 	PURCHASER
	 	 
	 	[__________]
	 	 
	 	 
	 	By:
	 	Its:
	 	 
	 	Address for notices:
	 	 
	 	[__________]
	 	[__________]
	 	[__________]
	 	Attention:
	 	Email:
	 	 
	 	with a copy to (which shall not constitute notice):
	 	 
	 	[__________]
	 	[__________]
	 	[__________]
	 	Attention:
	 	Email:



 






     


     


    

 


Exhibit A


 


Registration Rights


 


1. Within thirty (30) days
after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3
for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities, a “Resale
Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase
Securities and (y) any other equity security of the Company issued or issuable with respect to the securities referred to in clause
(x) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization (collectively, for so long as such securities are held by the Purchaser or its assignees under the Agreement (each,
a “Holder”), the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided
that if Form S-3 is unavailable for such a registration, the Company shall cause such Resale Shelf to be on Form S-1 or on another
appropriate form and undertake to convert the Resale Shelf to or refile the Resale Shelf on Form S-3 as soon as such form is available,
(ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than
sixty (60) days after the initial filing of the Resale Shelf, and (iii) to maintain the effectiveness of such Resale Shelf with respect
to the Registrable Securities until the earliest of (A) the date on which such securities are no longer Registrable Securities and
(B) the date all of the Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities
Act.


 


2. The Holders may, after
the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying
that the sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to be conducted through a firm commitment
underwritten offering, which for the avoidance of doubt, may include a “block” trade (an “Underwritten Offering”);
provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent,
(i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $25,000,000 (unless the Holders are
proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request
of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing
fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal
quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest of the Registrable Securities
to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten Offering; provided
that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld,
conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this paragraph 2 of this Exhibit A
(each, a “Secondary Offering”) advise the Company and the Holders that, in their good faith opinion, marketing factors
require a limitation on the number of securities that may be included in such Secondary Offering, the number of securities to be so included
shall be allocated as follows: (i) first, to the Holders that have requested to participate in such Secondary Offering, allocated
pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such Secondary
Offering by such Holders, and (ii) second, to the holders of any other securities of the Company that have been requested to be so
included.


 






     


     


    

 


3. Upon receipt of prior written
notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then registered pursuant to the Resale
Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or not such sale constitutes an Underwritten
Offering), including by amending or supplementing the prospectus related to such Resale Shelf as may be reasonably requested by such Holder
for so long as such Holder holds Registrable Securities.


 


4. In the event the Company
is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) from registering all of the Registrable Securities on the Resale Shelf or the Staff requires
that any Holder be specifically identified as an “underwriter” in order to permit such registration statement to become effective,
and such Holder does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable
Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all Holders to be so included, unless otherwise
required by the Staff, so that the number of Registrable Securities to be registered is permitted by the Staff and such Holder is not
required to be named as an “underwriter”; provided that any Registrable Securities not registered due to this paragraph
4 shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.


 


5. If at any time the Company
proposes to file a registration statement (a “Registration Statement”) on its own behalf, or on behalf of any Persons
other than the Holders who have registration rights (“Other Holders”), relating to an Underwritten Offering of ordinary
shares (a “Company Offering”), then the Company will provide the Holders with notice in writing (an “Offer
Notice”) at least three (3) Business Days prior to such filing, which Offer Notice will offer to include in the Registration
Statement the Registrable Securities held by each Holder (the “Piggyback Securities”). Within three (3) Business
Days after receiving the Offer Notice, each Holder may make a written request (a “Piggyback Request”) to the Company
to include some or all of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any
Company Offering advise the Company that, in their good faith opinion, marketing factors require a limitation on the number of securities
that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first,
to the Company, (ii) second, to the Other Holders, if any; and (iii) third, to the Holders and any other holders of similar
piggyback rights, based pro rata on the value of the securities requested to be sold in such Company Offering by each requesting holder.


 


6. In connection with any
Underwritten Offering, the Company shall enter into such customary agreements and take all such other actions in connection therewith
(including those requested by Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten
Offering and including but not limited to participating in road shows, management presentations and other investor outreach) in order
to facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection enter into
a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s certificates and other customary
deliverables.


 






     


     


    

 


7. The Company shall pay all
fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including
the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “Registration
Expenses” shall mean the out-of-pocket expenses of any Secondary Offering and any Company Offering, including, without limitation,
the following: (i) all registration and filing fees (including fees with respect to filings required to be made with FINRA and any
securities exchange on which the Registrable Securities are then listed); (ii) fees and expenses of compliance with securities or
blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications
of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements
of counsel for the Company; (v) reasonable fees and disbursements of all independent registered public accountants of the Company;
and (vi) reasonable fees and expenses of one (1) legal counsel selected by Holders representing a majority-in-interest of the
Registrable Securities participating in any such Secondary Offering; but shall not include any incremental selling expenses relating to
the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs
and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any legal counsel representing the Holders.


 


8. The Company may suspend
the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension Notice”)
stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading
policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such
prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding
sentence may be exercised for a period of not more than thirty (30) days after the date of such notice to the Holders; provided,
further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve
(12) month period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after they
have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Holders
may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect
(an “End of Suspension Notice”) from the Company to the Holders. The Company shall act in good faith to permit any
suspension period contemplated by this paragraph to be concluded as promptly as reasonably practicable.


 


9. The Holders agree that,
except as required by applicable law, the Holders shall treat as confidential the receipt of any Suspension Notice (provided that in no
event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information
contained in such Suspension Notice (including the existence of such Suspension Notice) without the prior written consent of the Company
until such time as the information contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable
Securities in breach of the terms of this Agreement.


 


10. The Company shall indemnify
and hold harmless the Holders, their respective directors and officers, partners, members, managers, employees, agents, and representatives
and each person, if any, who controls a Holder within the meaning of the Securities Act and the Exchange Act and any agent thereof (collectively,
 “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages,
liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments,
fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as
a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising
out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf
(or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon
or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the
Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon
or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity
with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale
Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser.


 






     


     


    

 


11. The Company’s obligation
under paragraph 1 of this Exhibit A is subject to each Holder’s furnishing to the Company in writing such information
as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement
thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person
who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting
from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in
writing by such Holder expressly for inclusion in such Resale Shelf, related prospectus or amendment or supplement thereto, as applicable;
provided that the obligation to indemnify shall be individual, not joint and several, and shall be limited to the net amount of
proceeds received by the applicable Holder from the sale of Registrable Securities pursuant to the Resale Shelf.


 


12. The Company shall cooperate
with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and
enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered
in such names as each Holder may request.


 


13. If requested by Holders
representing a majority-in-interest of the Registrable Securities, the Company shall as soon as practicable, subject to any Suspension
Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as each Holder reasonably requests
to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement if reasonably requested by Holders representing a majority-in-interest
of the Registrable Securities.


 






     


     


    

 


14. As long as Registrable
Securities are outstanding, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Holders with true and complete
copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further
action as the Holders may reasonably request, all to the extent required from time to time, to enable the Holders to sell the Class A
Shares and Warrants held by the Holders without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act, including providing any legal opinions, to the extent such exemption is available
to the Purchaser at such time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.


 


15. The rights, duties and
obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction with and to
the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee or assignee.