Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement” is entered into on October 16, 2022, by and between BABYLON HOLDINGS LIMITED,
a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), and
the undersigned subscriber (“Subscriber”).


 


WHEREAS, Subscriber desires
to subscribe for and purchase from the Company that number of Class A ordinary shares of the Company, par value $0.0000422573245084686
per share (the “Shares” or “Class A Ordinary Shares”), set forth on the signature page hereto
(the “Subscribed Shares”) for a per share purchase price equal to $0.42122 (the “Per Share Price”
and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase Price”),
and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by
or on behalf of Subscriber to the Company;


 


WHEREAS,
concurrently with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other
Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with
certain other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”),
which are on the same terms as the terms of this Subscription Agreement, pursuant to which such Subscribers have agreed to purchase on
November 3, 2022 (the “Closing Date”), inclusive of the Subscribed Shares, an aggregate amount of up to
189,924,505 Shares (subject to rounding of any fractional shares and assuming the maximum of 80 million dollars ($80,000,000) of subscriptions
at a subscription price of $0.42122), at the Per Share Price;


 


WHEREAS, prior to the execution
of this Subscription Agreement, ALP Partners Limited (“ALP Partners”), as the sole holder of all of the 79,637,576
Class B ordinary shares of the Company issued and outstanding (the “Outstanding Class B Ordinary Shares”),
has delivered to the Company and the Subscriber a copy of the approval of the conversion, duly executed by ALP Partners, irrevocably
approving the conversion (the “Conversion”) of the Outstanding Class B Ordinary Shares into 79,637,576 Class A
Ordinary Shares (the “Conversion Shares”), and setting forth ALP Partners’ commitment to deliver the Irrevocable
Instruction Letter (as defined below) to the Transfer Agent prior to the Closing (as defined below), subject to the Company’s receipt
of at least 75 million dollars ($75,000,000) but no more than 80 million dollars ($80,000,000) from the Subscribers by wire transfer
of immediately available funds in accordance with the terms and conditions of the Subscription Agreements; and


 


WHEREAS, ALP Partners has
agreed to deliver to the Company and the Transfer Agent (as defined herein), prior to the Closing and subject to the Company’s
receipt of at least 75 million dollars ($75,000,000) but no more than 80 million dollars ($80,000,000) from the Subscribers by wire transfer
of immediately available funds in accordance with the terms and conditions of the Subscription Agreements, a letter, executed by an authorized
signatory of ALP Partners and in form satisfactory to the Transfer Agent, irrevocably approving the Conversion pursuant to Article 8(a) of
the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), and in connection
therewith, that the Transfer Agent redesignate such converted Outstanding Class B Ordinary Shares as Class A Ordinary Shares
(the “Irrevocable Instruction Letter”) and deliver evidence of such redesignation to ALP Partners prior to the Closing.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.             Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase,
and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription
and issuance, the “Subscription”).


 


2.             Closing.


 


a.             The
consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date and is contingent
upon the terms and conditions of this Subscription Agreement.


 


b.             On
the date hereof, the Company instructs the Subscriber to deliver the Purchase Price to the account specified by the Company attached
hereto as Annex B. Prior to the Closing Date, Subscriber shall deliver to the Company such information as is reasonably requested
in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in
whose name the Subscribed Shares are to be issued. No later than three (3) Business Days prior to the Closing Date (the “Wire
Transfer Deadline”), Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States
dollars in immediately available funds to the account specified by the Company in Annex B, such funds to be held by the Company
in escrow until the Closing. Upon receipt by the Company of at least 75 million dollars ($75,000,000) but no more than 80 million dollars
($80,000,000) from the Subscribers in the account specified in Annex B, ALP Partners shall submit the Irrevocable Instruction
Letter to the Company’s transfer agent, Computershare Inc./Computershare Trust Company N.A. (the “Transfer Agent”).
Prior to the Closing Date, the Transfer Agent shall provide evidence of the Conversion to ALP Partners which the Company shall provide
to Subscriber. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall
deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions
(other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery
instructions), and (ii) as promptly as practicable after the Closing (but no later than two (2) Business Days after Closing),
evidence from the Transfer Agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding
the foregoing two sentences, for any Subscriber that informs the Company (1) that it is an investment company registered under the
Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment
Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require, then, in lieu of the settlement
procedures in the foregoing two sentences, the following shall apply: such Subscriber shall deliver at 8:00 a.m.  New York City
time (or as soon as practicable following receipt of evidence from the Transfer Agent of the issuance to Subscriber of the Subscribed
Shares on and as of the Closing Date) on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of United States
dollars in immediately available funds to the account specified by the Company in Annex B against (and concurrently with) delivery
by the Company to Subscriber of (A) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions
(other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery
instructions) or to a custodian designated by Subscriber, as applicable, and (B) evidence from the Company or the Transfer Agent
of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the Closing does not occur within
two (2) Business Days after the anticipated Closing Date, unless otherwise agreed to in writing by the Company and the Subscriber,
the Company shall promptly (but in no event later than one (1) Business Day thereafter) return the funds so delivered by Subscriber
to the Company by wire transfer in immediately available funds to the account specified by Subscriber. For the purposes of this Subscription
Agreement, “Business Day” means any day other than a Saturday, Sunday or any day when the commercial banks are closed
in Luxembourg, New York City, NY, Stockholm, Sweden and Nicosia, Cyprus.


 






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c.             The
Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand and the Subscriber, on the other, of the
conditions that, on the Closing Date:


 


(i)            no
suspension of the listing or 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, other than as disclosed by the Company to the Subscriber, shall have occurred, and the Subscribed
Shares of the Subscribers shall have been approved for listing, subject only to official notice of issuance, on The New York Stock Exchange
(“NYSE”);


 


(ii)           no
governmental authority shall have enacted, 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 no such governmental
authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.


 


d.            The
obligation of the Company to consummate the Closing shall be 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 Subscriber Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date, unless such representations and warranties
specifically speak of an earlier date, in which case, they shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and
warranties shall be true in all respects) as of such date;


 






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(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 the Closing; and


 


(iii)          prior
to the Closing, at least 75 million dollars ($75,000,000) but no more than 80 million dollars ($80,000,000) of the aggregate purchase
price of the Subscribed Shares of the Subscribers (for avoidance of doubt, including the undersigned Subscriber) shall have been received
by wire transfer of United States dollars in immediately available funds to the account specified by the Company in Annex B pursuant
to the Subscription Agreements (for avoidance of doubt, including this Subscription Agreement).


 


e.             The
obligation of Subscriber to consummate the Closing shall be 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 Company Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date, unless such representations and warranties
specifically speak of an earlier date, in which case, they shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations and
warranties shall be true in all respects) as of such 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 the Closing;


 


(iii)          there
shall have been no amendment, waiver or modification to any Other Subscription Agreements that materially benefits any Other Subscribers
unless Subscriber has been offered substantially similar benefits in writing;


 


(iv)          Subscriber
shall have received an opinion of Jersey counsel to the Company, dated as of the Closing Date, and addressed to Subscriber, as to the
valid issuance of the Shares;


 






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(v)           the
Company shall have delivered to Subscriber a certificate, executed by the Chief Financial Officer of the Company and dated as of the
Closing Date, in a form reasonably acceptable to such Subscriber, as to (i) the resolutions consistent with Sections 3(b) and
3(c) as adopted by the board of directors of the Company (“the “Board”), and (ii) the Company’s
Amended and Restated Memorandum and Articles of Association as in effect as of the Closing;


 


(vi)          ALP
Partners, shall have delivered to the Transfer Agent and the Company the Irrevocable Instruction Letter, instructing the Transfer Agent
to convert the Outstanding Class B Ordinary Shares and in exchange therefor issue to ALP Partners, from the Company’s established
conversion reserve account, the Conversion Shares, in book-entry form, and the Transfer Agent shall have delivered evidence of such conversion
to ALP Partners prior to the Closing, a copy of which shall have been provided to the Subscriber prior to the Closing; and


 


(vii)         prior
to the Closing, at least 75 million dollars ($75,000,000) but no more than 80 million dollars ($80,000,000) of the aggregate purchase
price of the Subscribed Shares of the Subscribers (for the avoidance of doubt, including the undersigned Subscriber) shall have been
received by wire transfer of United States dollars in immediately available funds to the account specified by the Company in Annex
B pursuant to the Subscription Agreements (for avoidance of doubt, including this Subscription Agreement).


 


f.             Prior
to or at the Closing, Subscriber shall deliver to the Company all such other information as is reasonably requested in order for the
Company to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue Service Form W-9
or appropriate Form W-8.


 


3.             Company
Covenants, Representations and Warranties. The Company covenants, represents and warrants to Subscriber that:


 


a.             The
Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has
the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and
as shall be conducted following the Closing and to enter into and, in the case of the Company, perform its obligations under this Subscription
Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws
of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties
or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good
standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes
of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence,
condition or effect with respect to the Company and its subsidiaries, taken individually or together as a whole (on a consolidated basis),
would be reasonably expected to have a material adverse effect on the Company’s business, properties, financial condition, stockholders’
equity or results of operations or materially affects the validity of the Subscribed Shares or the legal authority or ability of the
Company to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares.


 






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b.             The
Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance
with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not have been issued in
violation of any preemptive or similar rights created under the Company’s organizational documents or the laws of its jurisdiction
of incorporation.


 


c.             This
Subscription Agreement and the transactions contemplated hereunder have been duly authorized, executed and delivered by the Company,
and assuming the due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the
valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies.


 


d.             Assuming
the accuracy of the representations and warranties of the Subscriber, the execution and delivery of this Subscription Agreement, the
issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement
and the consummation of the transactions contemplated herein (including the issuance of the Conversion Shares in exchange for the Class B
Ordinary Shares) will be done in accordance with the NYSE rules and will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument (including without limitation those executed as a deed poll) to which the Company is
a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational
documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and
(iii), would reasonably be expected to have a Company Material Adverse Effect.


 


e.             Assuming
the accuracy of the representations and warranties of the Subscriber, 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 (including the NYSE) or other person in connection with the execution, delivery and performance
of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares and the Conversion Shares), other
than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement (as defined below)
pursuant to Section 5 and the provisions of the Registration Rights Agreement (as defined below), (iii) other required
filings with the Securities and Exchange Commission (the “Commission”) relating to the Subscription; (iv) the
filing of a Supplemental Listing Application with the NYSE; and (v) the failure of which to obtain would not reasonably be expected
to have a Company Material Adverse Effect.


 






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f.             As
of their respective dates, all reports, statements, schedules, prospectuses, proxy statements, registration statements and other documents
required to be filed by the Company with the Commission (the “SEC Reports”) complied in all material respects with
the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Commission promulgated thereunder,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted 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 Company has timely filed each SEC Report required under the Exchange Act since its initial registration of the Shares
with the Commission. 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 Commission 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 then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
There are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with respect to any of the
SEC Reports.


 


g.             As
of the date hereof, the authorized share capital of the Company consists of 6,500,000,000 Shares, 3,100,000,000 Class B ordinary
shares, par value $0.0000422573245084686 per share (the “Class B Shares”), and 100,000,000 deferred shares, par
value of $0.0000422573245084686 per share (“Deferred Shares”). As of October 11, 2022, 346,863,905 Shares are
issued and outstanding, 79,637,576 Class B Shares are issued and outstanding and no Deferred Shares are issued and outstanding.
All (i) issued and outstanding ordinary shares have been duly authorized and validly issued, are fully paid such that no further
or additional sum is payable to the Company or owed by the holder of that share in respect of the purchase price of that share, and non-assessable
and are not subject to preemptive rights. Except (x) as set forth above and (y) pursuant to the Other Subscription Agreements,
there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Shares or other
equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable
or exercisable for Equity Interests of the Company, except as disclosed in the SEC Reports. There are no stockholder 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 Equity
Interests, other than as filed as exhibits to the SEC Reports. There are no outstanding contractual obligations of the Company to provide
funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person or entity, except as
disclosed and filed in the SEC Reports.


 


h.             Except
for such matters as have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no (i) suit,
action, proceeding or arbitration before a governmental authority or arbitrator 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 authority or arbitrator
outstanding against the Company.


 






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


 


j.              Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. The Subscribed Shares 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.


 


k.             The
Company is in compliance with all applicable laws, except where such non-compliance would not, individually or in the aggregate, be reasonably
expected to have a Company Material Adverse Effect. The Company has not received any written communication, from a governmental authority
that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,
default or violation would not be reasonably expected to have a Company Material Adverse Effect.


 


l.             The
Company is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Subscribed Shares.


 


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


 


n.             Neither
the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or solicited
any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) or
Regulation S (as herein defined) of the Securities Act for the exemption from registration for the transactions contemplated hereby or
would require registration of the issuance of the Subscribed Shares under the Securities Act.


 


o.             The
Company hereby represents, warrants and covenants that it is and will remain classified as a corporation for U.S. federal tax purposes
for as long as the Subscriber holds the Subscribed Shares.


 






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p.             Substantially
concurrently with the execution and delivery of this Subscription Agreement, the Company is entering into the Other Subscription Agreements
providing for the sale of an aggregate of 189,924,505 Shares (subject to rounding of any fractional shares and assuming the maximum of
80 million dollars ($80,000,000) of subscriptions at a subscription price of $0.42122) (including the Subscribed Shares purchased and
sold under this Subscription Agreement) for a purchase price of $0.42122 per Share. There are no Other Subscription Agreements, side
letter agreements or other agreements or understandings with any Other Subscriber or any other investor or potential investor with respect
to the purchase of equity securities of the Company which include terms and conditions (economic or otherwise) that are materially more
advantageous to any such Other Subscriber, investor or potential investor as compared to the Subscriber. The Other Subscription Agreements
have not been amended or modified in any material respect following the date of this Subscription Agreement. The Company shall not release
any Other Subscriber under any Other Subscription Agreement from any of its obligations thereunder or any other agreements with any Other
Subscriber under any Other Subscription Agreement unless it offers a similar release to the Subscriber with respect to any similar obligations
it has hereunder. The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both,
would constitute a default or violation) of any term, condition, or provision of (i) any indenture, mortgage, deed of trust, loan
agreement, lease, license or other agreement or instrument (including without limitation those executed as a deed poll) to which the
Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the
organizational documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and
(iii), would reasonably be expected to have a Company Material Adverse Effect.


 


q.            There
are no securities or financial instruments issued by or to which the Company is a party containing change of control or anti-dilution
or similar provisions that will be triggered by the issuance of (i) the Shares pursuant to this Subscription Agreement or (ii) the
Subscribed Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly
waived on or prior to the Closing Date.


 


r.              Neither
the Company nor any affiliated entity has entered into any subscription agreement, side letter or other agreement with any Other Subscribers
or any other investor in connection with their direct or indirect investment in the Company other than the Other Subscription Agreements
or the Registration Rights Agreement (as defined herein); provided, further, no Other Subscription Agreement includes terms
and conditions that are materially more advantageous to any such Other Subscriber than to the Subscriber hereunder. The Other Subscription
Agreements have not been amended or waived in any material respect following the date of this Subscription Agreement and reflect the
same Purchase Price and economic terms that are no more favorable to any such Other Subscriber thereunder than the economic terms of
this Subscription Agreement.


 


s.             There
has been no further corporate action taken toward effectuating a reverse share split of the Shares and the Outstanding Class B Ordinary
Shares (the “Share Split”) other than as disclosed in the Company’s Form 6-Ks on September 15, 2022
and September 22, 2022, and the Company shall take no corporate action toward effectuating the Share Split until after the Closing.
Following the Conversion, the Shares and the Shares which previously were Class B Shares shall be treated equally under any Share
Split effectuated prior to the A&R Memorandum and Articles of Association Amendment (as defined below).


 


t.             The
Company shall use its commercially reasonable efforts to amend the Company’s Amended and Restated Memorandum and Articles of Association
to remove the provisions related to the Class B Shares, and will include a proposal to eliminate the Class B Share provisions
in the proxy statement for the 2023 Annual General Meeting of Shareholders (the “A&R Memorandum and Articles of Association
Amendment”).


 






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


 


a.             Subscriber
(i), if an entity, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has
the requisite power and authority to enter into and perform its obligations under this Subscription Agreement. If Subscriber is an individual,
Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


b.             If
Subscriber is not an individual, this Subscription Agreement has been duly executed and delivered by Subscriber. If Subscriber is an
individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the
same. Assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute
the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies.


 


c.             Assuming
the accuracy of the representations and warranties of the Company in this Subscription Agreement, the execution and delivery of this
Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all of the provisions of this Subscription
Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of Subscriber pursuant to the terms of (i) any material indenture, mortgage, deed of trust, loan
agreement, lease, license or other agreement or instrument (including without limitation those executed as a deed poll) to which Subscriber
is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber
is not an individual, the organizational documents of Subscriber (if any); or (iii) any statute or any judgment, order, rule or
regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties
that, in the case of clauses (i) and (iii), would reasonably be expected to have, individually or in the aggregate, a Subscriber
Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means
an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a
material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the
Subscribed Shares.


 






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d.             Subscriber
(i) (A) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) or (13) under the
Securities Act) satisfying the applicable requirements set forth on Annex A, or (B) understands that the sale of the Subscribed
Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”),
and acknowledges and agrees that he, she or it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined
in Section 7701(a)(3) of the Code), is acquiring the Subscribed Shares in an offshore transaction in reliance on Regulation
S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Shares
hereunder, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber
is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein
on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares with a view to, or for offer or sale
in connection with, any distribution thereof in violation of the Securities Act. If Subscriber is not an individual, Subscriber is not
an entity formed for the specific purpose of acquiring the Subscribed Shares and is an “institutional account” as defined
in FINRA Rule 4512(c).


 


e.             Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the
Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber understands that the Subscribed
Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under
the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration
requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(11⁄2)”
or to a non-U.S. person pursuant to an offer or sale that occurred outside the United States within the meaning of Regulation S under
the Securities Act), or (iii) an ordinary course pledge such as a broker lien over account property generally and, in each of cases
(i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and as a result
of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial
risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed
Shares will not be guaranteed to be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated
under the Securities Act until the required Rule 144 holding period has elapsed. Subscriber understands that it has been advised
to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. Subscriber acknowledges
and agrees that, at the time of issuance, the book entry position representing the Subscribed Shares will bear or reflect, as applicable,
a legend substantially similar to the following:


 






    11


     


    

 


“THIS SECURITY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF THIS SECURITY AGREES THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT
TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT
PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.”


 


f.              Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Subscriber by the Company, any of its affiliates or any control persons, officers, directors, employees, partners, agents or
representatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and
agreements of the Company set forth in this Subscription Agreement.


 


g.             In
making its decision to purchase the Subscribed Shares, Subscriber has (i) conducted its own investigation of the Company and the
Subscribed Shares and has not relied on any statements or other information concerning the Company or the Shares or the offer and sale
of the Subscribed Shares, (ii) had access to, and an adequate opportunity to review, financial and other information as it deems
necessary to make our decision to purchase the Subscribed Shares, (iii) been offered the opportunity to ask questions of the Company
and received answers thereto, including on the financial information, as it deemed necessary in connection with its decision to purchase
the Subscribed Shares; and (iv) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations
relevant to its investment in the Subscribed Shares.


 


h.             Subscriber
acknowledges that (i) the Company currently may have, and later may come into possession of, information regarding the Company that
is not known to it and that may be material to a decision to enter into this transaction to purchase the Subscribed Shares (“Excluded
Information”), (ii) it has determined to enter into this transaction to purchase the Subscribed Shares notwithstanding
its lack of knowledge of the Excluded Information, and (iii) the Company shall have no liability to it, and it hereby to the extent
permitted by law waives and releases any claims it may have against the Company with respect to the nondisclosure of the Excluded Information.


 


i.              Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company, or their
respective representatives or affiliates, and the Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber
and the Company, or their respective representatives or affiliates. Subscriber did not become aware of this offering of the Subscribed
Shares, nor were the Subscribed Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents
and warrants that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising 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.


 






    12


     


    

 


j.              Subscriber
acknowledges that it is able to fend for itself and is aware that there are substantial risks incident to the purchase and ownership
of the Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting,
legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.


 


k.             Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares
are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic
risks of its prospective investment and can afford the complete loss of such investment.


 


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


 


m.            Subscriber
is not the target of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S.
government, including those administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of
the Treasury or the U.S. Department of State, or the United Nations Security Council, the European Union, any Member State of the European
Union, or the United Kingdom (“Sanctions”) including (i) a person or entity named on any Sanctions-related list
of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any
Member State of the European Union, or the United Kingdom (irrespective of its status vis-à-vis the European Union), such as the
OFAC List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or in any Executive Order issued
by the President of the United States and administered by OFAC, (ii) a Designated National as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515, (iii) operating, organized, or resident in a country or territory that is itself the target
of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the
so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each a “Sanctioned Country”),
(iv) the government of a Sanctioned Country or the Government of Venezuela, or (v) any Person 50% or more owned, individually
or in the aggregate, directly or indirectly, or controlled by any such Person or Persons or acting for or on behalf of such Person or
Persons (collectively, “Sanctioned Persons”). No capital contribution or payment to the Company by the Subscriber
and no distribution to the Subscriber shall cause the Company or any affiliate thereof to be in violation of any applicable Sanctions.
No part of the funds used by the Subscriber for the Purchase Price shall be (i) directly or indirectly derived from, or related
to, any activity that violates Sanctions, or (ii) blocked, or otherwise subject to blocking, under any order, law, or regulation
administered or enforced by OFAC. The Subscriber has not engaged in any transactions or dealings in the past five years in violation
of applicable Sanctions. The proceeds from the Subscriber’s investment in the Company will not be used for the purpose of funding,
financing or facilitating any activities, business or transaction with any Sanctioned Person or in any Sanctioned Countries. Subscriber
is not a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under
applicable law. Subscriber represents that, if it is a U.S. 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. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening
of its investors against Sanctions-related lists of designated persons, including the SDN List. Subscriber further represents and warrants
that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Subscribed Shares were legally derived.


 






    13


     


    

 


n.             Subscriber
does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Subscriber has not entered
into, any “put equivalent position” as such term is defined in Rule 16a-l under the Exchange Act or short sale positions
with respect to the securities of the Company. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment
vehicle or an owner of a separate account whereby separate portfolio managers manage separate portions of such Subscriber’s assets
and the portfolio managers have no direct 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 Subscribed Shares covered by this Subscription Agreement.


 


o.             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 Internal Revenue Code of 1986, as amended (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, to Subscriber’s knowledge, any of the Company’s
affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice,
with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied
upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and (ii) the
acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or Section 4975
of the Code.


 






    14


     


    

 


p.             Subscriber
at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2(b).


 


q.             Subscriber
acknowledges that the board of directors of the Company (the “Board”) may, in its discretion, effectuate a reverse
share split in a ratio from 15 to 25 of the Shares and the Outstanding Class B Ordinary Shares (the “Share Split”),
which the Board may effectuate after the Closing, and that following the Share Split, the total Shares owned by Subscriber (including
the Subscribed Shares) shall be adjusted to give effect to the Share Split.


 


r.              Neither
the due diligence investigation conducted by the Subscriber in connection with making its decision to acquire the Subscribed Shares nor
any representations and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely on
the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


5.             Registration
of Subscribed Shares. The Company and Subscriber acknowledge that the Subscribed Shares shall constitute Registrable Securities as
such term is defined in (d) of the corresponding definition in the registration rights agreement dated June 3, 2021 by and
among, inter alia, the Company and certain other shareholders of the Company (the “Registration Rights Agreement”),
and that the terms of the Registration Rights Agreement will apply to the Subscribed Shares as Registrable Securities in all respects.
For the avoidance of doubt, the Company shall file a registration statement on Form F-1 or Form F-3 within 20 calendar days
of the Closing Date to register the Subscribed Shares under the Securities Act and shall cause the same to become effective as soon as
practicable after such filing. Following the Company’s loss of its foreign private issuer status on January 1, 2023, the Company
shall file a post-effective amendment to each Form F-1 or Form F-3 registration statement applicable to the Registrable Securities
under the Registration Rights Agreement (including the Subscribed Shares) to convert such registration statement into a Form S-1
or Form S-3 registration statement immediately after filing its first annual report on Form 10-K by the required deadline for
accelerated filers which the Company agrees shall include the Part III information in the Form 10-K as of or prior to such
date. The Company shall cause this post-effective amendment to become effective as soon as practicable after such filing. The Company
and Subscriber agree that Article IV of the Registration Rights Agreement shall apply mutatis mutandis to this Subscription
Agreement.


 


6.             Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) upon
the mutual written agreement of the Company and the Subscriber to terminate this Subscription Agreement or (b) if, on the Closing
Date, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of
the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof, the transactions
contemplated by this Subscription Agreement are not consummated; provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover reasonable and documented out-of-pocket losses, liabilities or damages arising from such breach.


 






    15


     


    

 


7.             Miscellaneous.


 


a.             All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent, if sent
by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient
or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being
sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being
mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to
the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently
modified by written notice given in accordance with this Section 7(a). A courtesy electronic copy of any notice sent by methods
(i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof
or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 7(a).


 


b.             Subscriber
acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained
in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if it becomes aware that any of
the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate
in all material respects. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber if it
becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein
are no longer accurate in all material respects.


 


c.             Each
of the Company and Subscriber 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.


 


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


 


e.             Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder,
if any, and Subscriber’s rights under Section 5 hereof with respect to such Subscribed Shares) may be transferred or
assigned except as provided in the two succeeding sentences. Neither this Subscription Agreement nor any rights that may accrue to the
Company hereunder may be transferred or assigned. Notwithstanding the foregoing, Subscriber may assign its rights and obligations under
this Subscription Agreement to one or more of its affiliates or equity holders (including other investment funds or accounts managed
or advised by the investment manager who acts on behalf of the Subscriber or an affiliate thereof) or, with the Company’s prior
written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if
any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief.


 






    16


     


    

 


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


 


g.            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 Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall promptly provide
such information as may be so reasonably requested, to the extent readily available and to the extent consistent with its internal policies
and procedures, and the Company agrees to keep such information confidential, except such matters as the Company is required to disclose
in the SEC Reports.


 


h.            This
Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 6
above) except by an instrument in writing, signed by each of the parties hereto.


 


i.             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. This Subscription Agreement shall not
confer any rights or remedies upon any person other than the parties hereto and their respective permitted successors and assigns.


 


j.              Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


k.             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.


 


l.             This
Subscription Agreement may be executed and delivered 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.


 


m.           This
Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other person.


 






    17


     


    

 


n.            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.


 


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


 


p.            THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO
IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS
A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO
OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT
BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES
HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW
YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND
OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING
IN THE MANNER PROVIDED IN SECTION 7(A) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT
SERVICE THEREOF.


 






    18


     


    

 


q.             EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7(Q).


 


r.             This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein
with respect to such party.


 


s.            The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 6-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated
hereby (and by the Other Subscription Agreements) and any other material, nonpublic information that the Company or any person acting
on behalf of or at the Direction of the Company has provided to Subscriber at any time prior to the filing of the Disclosure Document.
From and after the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber shall not be in possession of any
material, non-public information received from the Company or any of its officers, directors or employees, and the Subscriber shall no
longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company
or any of its officers, directors or employees, relating to the transactions contemplated by this Subscription Agreement (excluding,
for the avoidance of doubt, any separate confidentiality undertakings between the Company and Subscriber and/or its affiliates previously
agreed that remain in effect). Except with the express written consent of Subscriber and unless prior thereto the Subscriber shall have
executed a written agreement regarding the confidentiality and use of such information, the Company shall not and shall cause its officers,
directors, employees and agents, not to, provide Subscriber (solely in its capacity as Subscriber and not in respect of any other relationship
Subscriber or its officers, directors, employees or advisers in effect as of the date hereof) with any material, non-public information
regarding the Company from and after the filing of the Disclosure Document. Notwithstanding the foregoing, the Company shall not, and
shall instruct its representatives not to, publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber,
or include the name of Subscriber or any affiliate or investment adviser of Subscriber in any press release or in any filing with the
Commission or any regulatory agency or trading market, without the prior written consent (including by e-mail) of Subscriber, except
as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or
regulations, at the request of the staff of the Commission or regulatory agency or under NYSE regulations, in which case the Company
shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with
Subscriber regarding such disclosure. 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 Subscription (including filings with the Commission).


 






    19


     


    

 


t.             The
Company acknowledges, that if on its applicable Form W-8 the undersigned has indicated that it is part of the Swedish State, the
undersigned is subject to Swedish constitutional principle on public access to information (the “Principle on Public Access
to Information” (Sw. Offentlighetsprincipen)), which provides under certain circumstances for disclosure of information
by the undersigned. Any provision of information pursuant to its obligations under the Principle on Public Access to Information shall
not be deemed as a breach of the undersigned’s confidentiality undertakings under this Subscription Agreement or any other agreement
entered into in connection with the undersigned’s investment in the Subscribed Shares.


 


u.            The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or
any other investor 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 this Subscription Agreement or any other investor under the Other Subscription Agreements.
The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently
of any Other Subscriber or any other investor 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
or any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other
Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or
investor (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 investor pursuant hereto or thereto, shall be deemed
to constitute the Subscriber and other investors as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Subscriber and other investors 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 the Subscriber in connection with making its investment hereunder and no Other Subscriber will
be acting as agent of the Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under
this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation
the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined
as an additional party in any proceeding for such purpose.


 


[Signature pages follow.]


 






    20


     


    

 


IN
WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its
duly authorized representative as of the date first set forth above.


 


	 	BABYLON HOLDINGS LIMITED




 


	 	By:	 
	 	 	Name: David Humphreys
	 	 	Title: Chief Financial Officer




 


	 	Address for Notices:
	 	 
	 	1 Knightsbridge Green, London, SW1X 7QA,
	 	United Kingdom, attention of Legal Department
	 	(Email: legal-corporate@babylonhealth.com)
	 	with a copy to (which will not constitute notice):
	 	 
	 	Latham & Watkins LLP
	 	811 Main Street
	 	Suite 3700
	 	Houston, TX 77002
	 	United States of America







	 	Attn:	Ryan J. Maierson
	 	 	R. Charles Cassidy, III
	 	Email:	ryan.maierson@lw.com




	 	charles.cassidy@lw.com



 


[Signature Page to
PIPE Subscription Agreement]


 






    


     


    

 


	 	SUBSCRIBER:




 


	 	Print Name:	 




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 




 


	 	Number of Subscribed Shares subscribed for:	 	 
	 	 	 	 
	 	Price
    Per Subscribed Share:	$[                 ]	 



 


	 	Aggregate
    Purchase Price:	$	 	 




 


You must pay the Purchase
Price by wire transfer of United States dollars in immediately available funds to the account of the Company specified by the Company
in Annex B.


 


[Signature Page to PIPE Subscription Agreement]


 






    


     


    

 


ANNEX A


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 


Please indicate the basis
of the undersigned’s (the “Investor”) status as a “qualified institutional buyer” (as defined in
Rule 144A promulgated under the Securities Act) or an “accredited investor” (as defined in Regulation D promulgated
under the Securities Act) by answering the following questions.


 


A.            QUALIFIED
INSTITUTIONAL BUYER STATUS (Please check the applicable subparagraphs):


 


		 ̈	We
                                            are a “qualified institutional buyer” (as defined in Rule 144A under the
                                            Securities Act of 1933, as amended (the “Securities Act”)) (a “QIB”)
                                            and have marked and initialed the appropriate box on the following pages indicating
                                            the provision under which we qualify as a QIB.



 


		 ̈	We
                                            are subscribing for the Shares as a fiduciary or agent for one or more investor accounts,
                                            and each owner of such account is a QIB.



 


*** OR ***


 


B.            ACCREDITED
INVESTOR STATUS (Please check the applicable subparagraph):


 


		 ̈	We
                                            are an institutional “accredited investor” (within the meaning of Rule 501(a)(1),
                                            (2), (3), (7), (8), (9), (12) or (13) under the Securities Act) and have marked and initialed
                                            the appropriate box on the following pages indicating the provision under which we qualify
                                            as an institutional “accredited investor.” We are not a natural person.



 


		 ̈	We
                                            are an individual “accredited investor” (within the meaning of Rule 501(a)(4),
                                            (5),(6), (10) or (11) under the Securities Act) and have marked and initialed the appropriate
                                            box on the following pages indicating the provision under which we qualify as an individual
                                            “accredited investor.”



 


*** OR ***


 


C.            NON-US
PERSON INVESTOR STATUS:


 


		 ̈	We
                                            are not a U.S. Person (within the meaning of Rule 902(k) under the Securities Act)
                                            or a United States person (within the meaning of Section 7701(a)(3) of the Internal
                                            Revenue Code of 1986, as amended).



 


*** AND ***


 






    


     


    

 


D.             AFFILIATE
STATUS


 


(Please check the applicable
box)


 


SUBSCRIBER:


 


		 ̈	is:



 


		 ̈	is
                                            not:



 


an “affiliate” (as defined in Rule 144
under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.***


 


Qualified Institutional Buyer


 


The Investor is a “qualified
institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the
following categories at the time of the sale of securities to the Investor. (Please check the applicable subparagraphs below to indicate
the basis on which you are a “qualified institutional buyer”):


 


		 ̈	The
                                            Investor is an entity that, acting for its own account or the accounts of other qualified
                                            institutional buyers, in the aggregate owns and invests on a discretionary basis at least
                                            $100 million in securities of issuers that are not affiliated with the Investor and:



 


		 ̈	is
                                            an insurance company as defined in section 2(a)(13) of the Securities Act;



 


		 ̈	is
                                            an investment company registered under the Investment Company Act of 1940, as amended (the
                                            “Investment Company Act”), or any business development company as defined
                                            in section 2(a)(48) of the Investment Company Act;



 


		 ̈	is
                                            a Small Business Investment Company licensed by the US Small Business Administration under
                                            section 301(c) or (d) of the Small Business Investment Act of 1958, as amended
                                            (“Small Business Investment Act”) or any Rural Business Investment Company
                                            as defined in section 384A of the Consolidated Farm and Rural Development Act;



 


		 ̈	is
                                            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;



 


		 ̈	is
                                            an employee benefit plan within the meaning of Title I of the Employee Retirement Income
                                            Security Act of 1974, as amended (“ERISA”);



 


		 ̈	is
a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans 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, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include
as participants individual retirement accounts or H.R. 10 plans;



 






    24


     


    

 


		 ̈	a business development company as defined in section 202(a)(22)
of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);



 


		 ̈	is
                                            an organization described in section 501(c)(3) of the Internal Revenue Code of
                                            1986, as amended (the “Internal Revenue Code”), corporation (other than
                                            a bank as defined in section 3(a)(2) of the Securities Act, a savings and loan
                                            association or other institution referenced in section 3(a)(5)(A) of the Securities
                                            Act, or a foreign bank or savings and loan association or equivalent institution), partnership,
                                            limited liability company or Massachusetts or similar business trust;



 


		 ̈	is
                                            an investment adviser registered under the Investment Advisers Act; or



 


		 ̈	Any
                                            institutional accredited investor, as defined in rule 501(a) under the Securities
                                            Act (17 CFR 230.501(a)), of a type not listed in paragraphs (a)(l)(i)(A) through (I) or
                                            paragraphs (a)(l)(ii) through (vi) of Rule 501.



 


		 ̈	The
                                            Investor is a dealer registered pursuant to Section 15 of the Securities Exchange Act
                                            of 1934, as amended (the “Exchange Act”), acting for its own account or
                                            the accounts of other qualified institutional buyers, that in the aggregate owns and invests
                                            on a discretionary basis at least $10 million of securities of issuers that are not affiliated
                                            with the Investor;



 


		 ̈	The
                                            Investor is a dealer registered pursuant to Section 15 of the Exchange Act acting in
                                            a riskless principal transaction on behalf of a qualified institutional buyer;



 


		 ̈	The
                                            Investor is an investment company registered under the Investment Company Act, acting for
                                            its own account or for the accounts of other qualified institutional buyers, that is part
                                            of a family of investment companies1 which own in the aggregate at least $100
                                            million in securities of issuers, other than issuers that are affiliated with the Investor
                                            or are part of such family of investment companies;



 


		 ̈	The
                                            Investor is an entity, all of the equity owners of which are qualified institutional buyers,
                                            acting for its own account or the accounts of other qualified institutional buyers; or



 


 






1
“Family of investment companies” means any two or more investment companies registered under the Investment
Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies,
that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each series
of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and
(b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned
subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other
investment company’s adviser (or depositor)


 






    25


     


    

 


		 ̈	The
                                            Investor is 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, or any foreign bank or savings and loan association or equivalent institution,
                                            acting for its own account or the accounts of other qualified institutional buyers, that
                                            in the aggregate owns and invests on a discretionary basis at least $100 million in securities
                                            of issuers that are not affiliated with the Investor and that has an audited net worth of
                                            at least $25 million as demonstrated in its latest annual financial statements, as of a date
                                            not more than 16 months preceding the date of sale of securities in the case of a US bank
                                            or savings and loan association, and not more than 18 months preceding the date of sale of
                                            securities for a foreign bank or savings and loan association or equivalent institution.



 


OR


 


Accredited Investor


 


Rule 501(a) under the Securities Act,
in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that
person. Investor has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Investor
and under which Investor accordingly qualifies as an “accredited investor.”


 


	 ̈	 	The
                                            Investor is an entity which falls within one of the following categories of accredited investor
                                            set forth in Rule 501(a) of Regulation D under the Securities Act:






 


		 ̈	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.



 


		 ̈	A
broker or dealer registered pursuant to Section 15 of the Exchange Act.



 


		 ̈	An
investment adviser registered pursuant to Section 203 of the Investment Advisers Act or registered pursuant to the laws of a state.



 


		 ̈	An
insurance company as defined in Section 2(a)(13) of the Securities Act.



 


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



 


		 ̈	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.



 


		 ̈	A
Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.



 






    26


     


    

 


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



 


		 ̈	An
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if (i) 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, (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) the
employee benefit plan is a self-directed plan, with investment decisions made solely by persons that are accredited investors as described
in one or more of the categories set forth in this Annex A. NOTE: To the extent that reliance is placed on clause (iii), each person
must complete a copy of this Accredited Investor Questionnaire, signing next to each response, and submit such copy to the Company



 


		 ̈	Any
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.



 


		 ̈	The
Investor is a corporation, partnership, limited liability company, trust or other organization described in Section 501(c)(3) of
the Internal Revenue Code, or Massachusetts or similar business trust, not formed for the specific purpose of acquiring the securities,
with total assets in excess of $5,000,000.



 


		 ̈	The
Investor is a natural person with individual net worth (or joint net worth with spouse or spousal equivalent (i.e., a cohabitant occupying
a relationship generally equivalent to that of a spouse)) in excess of $1 million. For purposes of this item, “net worth”
means the excess of total assets at fair market value, including automobiles and other personal property but excluding the value of the
primary residence of such natural person (and including property owned by a spouse or spousal equivalent other than the primary residence
of the spouse or spousal equivalent), over total liabilities. (For this purpose, the amount of any mortgage or other indebtedness secured
by an investor’s primary residence should not be included as a “liability”, except to the extent (i) the fair
market value of the residence is less than the amount of such mortgage or other indebtedness) or (ii) such indebtedness existing
on the date of the acceptance of the investor’s subscription for Shares exceeds the indebtedness that existed sixty (60) days preceding
such date and such indebtedness was not as a result of the acquisition of the investor’s primary residence).



 


		 ̈	The
Investor is a natural person with individual income (without including any income of the Investor’s spouse or spousal equivalent)
in excess of $200,000, or joint income with spouse or spousal equivalent of $300,000, in each of the two most recent years and who reasonably
expects to reach the same income level in the current year



 


		 ̈	Any
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 as described in Rule 506(b)(2)(ii) of Regulation D.



 






    27


     


    

 


		 ̈	Any
family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act: (i) with assets under management in excess
of $5,000,000, (ii) that is not formed for the specific purpose of investing in the Company, and (iii) 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.



 


		 ̈	Any
entity not otherwise listed above, not formed for the specific purpose of acquiring the securities, and owning investments, as defined
in Rule 2a51-1(b) under the Investment Company Act, in excess of $5,000,000.



 


	 ̈	 	The
                                            Investor is a natural person holding in good standing one or more of the following certifications:
                                            General Securities Representative license (Series 7), Private Securities Offerings Representative
                                            license (Series 82), and Investment Adviser Representative license (Series 65).



 


	 ̈	 	The
                                            Investor is a natural person who is a “knowledgeable employee”, as defined in
                                            Rule 3c-5(a)(4) under the Investment Company Act, of the Company or the Series.



 


	 ̈	 	The
                                            Investor is a family client, as defined in Rule 202(a)(11)(G)-1 under the Investment
                                            Act, of a “family office” (as described below).



 


	 ̈	 	Investor
                                            is an entity in which all of the equity owners are accredited investors as described in one
                                            or more of the categories set forth in this Annex A.



 


	Name of Investor:	 	 




 


	Signature of Investor:	 	 




 






    28


     


    

 


ANNEX B


 


[REDACTED]


 






    29