Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on November 24, 2020, by and among INSU Acquisition Corp. II,
a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).


 


WHEREAS, the Issuer
is concurrently with the execution and delivery hereof entering into an Agreement and Plan of Merger and Reorganization (as amended
or modified, the “Merger Agreement”; capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Merger Agreement), by and among the Issuer, INSU II Merger Sub Corp., a Delaware corporation and wholly
owned subsidiary of Issuer (“Merger Sub”), and MetroMile, Inc., a Delaware corporation (“Metromile”),
whereby the parties intend to effect the merger of Merger Sub with and into Metromile, with Metromile continuing as the surviving
entity, on the terms and subject to the conditions set forth therein (the “Transactions”);


 


WHEREAS, to finance
a portion of the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of shares of the Issuer’s
Class A common stock, par value $0.0001 per share (the “Class A Shares”), as set forth on the signature
page hereto (the “Acquired Shares”) for a purchase price of $10.00 per share and an aggregate purchase price
set forth on the signature page hereto (the “Purchase Price”), and the Issuer desires to issue and sell to Subscriber
the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer on or prior
to the Closing (as defined below);


 


WHEREAS, the Issuer
and Subscriber are executing and delivering this Subcription Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS, to finance
a portion of the Transactions, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act) or institutional “accredited investors” (as such term is defined in Rule 501 under the Securities Act), have (severally
and not jointly) entered into separate subscription agreements with the Issuer (the “Other Subscription Agreements”),
pursuant to which such investors have agreed to purchase Class A Shares on the Closing Date at the Purchase Price; and


 


WHEREAS, the aggregate
amount of Class A Shares to be sold by Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals
16,000,000 Class A Shares.


 


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, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees
to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the
 “Subscription”). 


 


2.  Closing.


 


a.  The closing
of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation
of the Transactions and shall occur immediately prior thereto. Not less than five (5) business days prior to the scheduled
closing date of the Transactions (the “Closing Date”), the Issuer shall provide written notice to Subscriber
(the “Closing Notice”) of such Closing Date. Subscriber shall deliver to the Issuer no later than one (1) business
day before the Closing Date (as specified in the Closing Notice or otherwise agreed to by the Issuer and the Subscriber) the Purchase
Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (i) to the account specified by the
Issuer in the Closing Notice, to be held in a third-party escrow account (the “Escrow Account”) prior to the
Closing Date for the benefit of the Subscriber until the Closing Date, pursuant to the terms of a customary escrow agreement to
be entered into by the Issuer and the escrow agent selected by the Issuer (the “Escrow Agent”) or (ii) to an
account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”).
On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form, free and clear of
any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or 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 (2) a copy of the records of the Issuer’s transfer agent (the “Transfer
Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s
Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s
Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall
release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within
five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber,
the Escrow Agent or the Issuer, as applicable, shall promptly (but not later than one (1) business day thereafter) return
the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber,
and any book entries shall be deemed cancelled.


 






     


     


    

 


b.  The Closing shall be subject to the
conditions that, on the Closing Date:


 


(i)  solely with
respect to Subscriber, the representations and warranties made by the Issuer (other than the representations and warranties set
forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct
in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier
date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties
that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing
Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section
3(h) shall be true and correct in all respects as of the Closing Date (other than those representations and warranties expressly
made as of an earlier date, which shall be true and correct in all respects as of such date), in each case without giving effect
to the consummation of the Transactions;


 


(ii)  solely with
respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and
correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an
earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and
warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as
of the Closing Date), in each case without giving effect to the consummation of the Transactions;


 


(iii)  solely
with respect to Subscriber, the Issuer 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;


 


(iv)  no governmental
authority having jurisdiction shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule
or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining, enjoining
or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement;


 


(v)  no suspension
of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from
listing of the Acquired Shares on Nasdaq and no initiation or threatening of any proceedings for any of such purposes or delisting,
shall have occurred;


  


(vi)  solely with
respect to Subscriber, no amendment or modification of the Merger Agreement shall have occurred that would reasonably be expected
to materially and adversely affect the economic benefits that the Subscriber would reasonably be expected to receive under this
Subscription Agreement;


 


(vii) No Material Adverse
Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement) shall have occurred between the date of the
Merger Agreement and the Closing Date and be continuing; and


  


(viii)  all conditions
precedent to the closing of the Transactions set forth in the Merger Agreement, shall have been satisfied or waived by the party
entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the closing
of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions).


 






    2


     


    

 


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


 


3.  Issuer
Representations and Warranties. The Issuer represents and warrants that:


 


a.  The Issuer has
been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter
into, deliver and perform its obligations under this Subscription Agreement.


 


b.  The Acquired
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in accordance
with the terms of this Subscription Agreement and registered with the Transfer Agent, the Acquired Shares will be validly issued,
fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created
under the Issuer’s certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


c.  This Subscription
Agreement, the Merger Agreement and the Other Subscription Agreements (collectively, the “Transaction Documents”)
have been duly authorized, executed and delivered by the Issuer and, assuming that the Transaction Documents constitute the valid
and binding agreement of the other parties thereto, are valid and binding obligations of the Issuer, and are enforceable against
it in accordance with their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


d.  The execution,
delivery and performance of this Subscription Agreement and the other Transaction Documents, including the issuance and sale of
the Acquired Shares and the consummation of the other transactions contemplated hereby and thereby, 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 Issuer pursuant to the terms of (i) any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which
the Issuer is bound or to which any of the property or assets of the Issuer is subject; (ii) the organizational documents
of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing
authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that, in the case
of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities,
operations, condition (including financial condition), stockholders’ equity or results of operations of the Issuer or materially
and adversely affect the validity of the Acquired Shares or the legal authority or ability of the Issuer to perform in any material
respects its obligations hereunder (a “Material Adverse Effect”).


  


e.  There are no
securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will
be triggered by the issuance of (i) the Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription
Agreement, that have not been or will not be validly waived on or prior to the Closing Date, including such provisions in the Issuer’s
Class B common stock, par value $0.0001 per share (the “Class B Shares”), pursuant to the terms of the
Issuer’s certificate of incorporation.


 


f.  The Issuer 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) the organizational documents of the Issuer, (ii) any loan or
credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which,
as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound
or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory
body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and
(iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect.


 






    3


     


    

 


g.  The Issuer is
not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance
of the Acquired Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”)
of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filings
required in accordance with Section 9(r) of this Subscription Agreement; (iv) those required by the Nasdaq Capital
Market (“Nasdaq”), including with respect to obtaining approval of the Issuer’s stockholders; and (v) any
filing, the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect.


 


h.  As of the date
of this Subscription Agreement and as of immediately prior to the Closing Date, the authorized capital stock of the Issuer consists
of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”) and (ii) 70,000,000
shares of common stock, par value $0.0001 per share (the “Common Stock”), including (1) 60,000,000 Class A Shares
and (2) 10,000,000 Class B Shares. As of the date of this Subscription Agreement, (i) no shares of Preferred Stock are issued
and outstanding, (ii) 23,540,000 Class A Shares are issued and outstanding, (iii) 7,846,667 Class B Shares are issued
and outstanding and (iv) 7,666,666 redeemable warrants and 180,000 private placement warrants are outstanding. All (i) issued and
outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable
and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully
paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and
the Merger Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the
Issuer any shares of Common Stock or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable
for such equity interests. As of the date hereof, other than Merger Sub, the Issuer has no subsidiaries and does not own, directly
or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are
no stockholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is
bound relating to the voting of any securities of the Issuer, other than (A) as set forth in the SEC Documents and (B) as contemplated
by the Merger Agreement. Except as disclosed in the SEC Documents, as of September 30, 2020, the Issuer had no outstanding indebtedness
and will not have any outstanding long-term indebtedness as of the Closing Date.


 


i.  The Issuer has
not received any written communication from a governmental entity that alleges that the Issuer 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, individually or
in the aggregate, be reasonably likely to have a Material Adverse Effect.


 


j.  The issued and
outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and are listed for trading on Nasdaq under the symbol “INAQ.” There is no
suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or
the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing
of the Class A Shares on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by Nasdaq of the Issuer's
continued listing application in connection with the Transactions. The Issuer has taken no action that is designed to terminate
the registration of the Class A Shares under the Exchange Act or the listing of the Class A Shares on Nasdaq.


 


k.  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 Acquired Shares by the Issuer to Subscriber
in the manner contemplated by this Subscription Agreement..


  


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


 






    4


     


    

 


m.  Except for
any Alternative Settlement Procedures, the Issuer has not entered into any Other Subscription Agreement (or side letter or
similar agreement in respect thereof) on terms (economic or otherwise) that are materially more favorable to such subscriber
or investor than as set forth in this Subscription Agreement; provided, however, that Subscriber acknowledges that the
subscription agreement entered into with Cohen & Company, LLC or its affiliate provides that Cohen & Company, LLC or
its affiliate may increase the number of Acquired Shares to be purchased under such agreement at any time prior to Closing;
provided, that Subscriber may increase the number of Acquired Shares to be purchased under this Subscription Agreement at
any time prior to Closing by up to $35 million.


 


n.  The Issuer’s
public reports filed with the Commission, and all subsequent reports (collectively, the “Exchange Act Reports”)
that have been timely filed with the Commission or sent to stockholders, pursuant to Section 13 of the Exchange Act, did not when
filed, and taken as a whole and as amended to the date hereof, do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they
were made, not misleading and such Exchange Act Reports complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder. The Issuer has timely filed each report, statement,
schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception.
There are no material outstanding or unresolved comments in comment letters from the Commission Staff with respect to any of the
Issuer’s filings with the Commission (the “SEC Documents”). In addition, the Issuer has made available
to Subscriber (including via the Commission’s EDGAR system) a copy of the Exchange Act Reports since its initial registration
of the Class A Shares with the Commission. Each of the financial statements (including, in each case, any notes thereto) contained
in the SEC Documents was prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis
throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted
by Form 10-Q of the Commission) and each fairly presents, in all material respects, the financial position, results of operations
and cash flows of the Issuer as at the respective dates thereof and for the respective periods indicated therein.


 


o.  Except for such
matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect,
there is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority
pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or
order of any governmental entity outstanding against the Issuer.


  


p.  Except for placement
fees payable to the Placement Agents (as defined herein), the Issuer has not paid, and is not obligated to pay, any brokerage,
finder’s or other fee or commission in connection with its issuance and sale of the Acquired Shares, including, for the avoidance
of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer.


 


q.  Except as provided
in this Subscription Agreement and the Other Subscription Agreements, none of the Issuer, its subsidiaries or any of their affiliates,
nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the
Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise.


 


r.  Neither the
Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does
the Issuer or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate
involuntary bankruptcy proceedings or seek to commence an administration.  


 


s.  Except for discussions
specifically regarding the offer and sale of the Acquired Shares, the Issuer confirms that neither it nor any other person acting
on its behalf has provided Subscriber or its agents or counsel with any information that constitutes or could reasonably be expected
to constitute material, non-public information concerning the Issuer or any of its subsidiaries, other than with respect to the
Transactions and the transactions contemplated by this Subscription Agreement. The Issuer understands and confirms that Subscriber
will rely on the foregoing representations in effecting transactions in securities of the Issuer. Except with respect to the Transactions
and the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements, no event or circumstance
has occurred which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement
by the Issuer but which has not been so publicly disclosed.


 






    5


     


    

 


t. The Issuer acknowledges
and agrees that, notwithstanding anything herein to the contrary, including, without limitation, Section 4(e) of this Subscription
Agreement, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, which shall not be
deemed to be a transfer, sale or assignment of the Acquired Shares hereunder, and Subscriber effecting a pledge of Acquired Shares
shall not be required to provide the Issuer with any notice thereof or otherwise make any delivery to the Issuer pursuant to this
Subscription Agreement; provided that Subscriber and its pledgee shall be required to comply with the provisions of Section
4(e) hereof in order to effect a sale, transfer or assignment of Acquired Shares to such pledgee. The Issuer hereby agrees
to execute and deliver such documentation as a pledgee of the Acquired Shares may reasonably request in connection with a pledge
of the Acquired Shares to such pledgee by Subscriber.


 


u. The Issuer represents
and warrants that each of the Issuer, the Merger Sub, any of their respective directors and officers and, to the Issuer’s
knowledge, Metromile, any of Metromile’s directors and officers and any of the Issuer’s, Merger Sub’s and Metromile’s
employees, representatives, agents and any person acting on its or their behalf is not (i) a person or entity named on the
List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List,
or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of
Foreign Assets Control (“OFAC”), or any other Executive Order issued by the President of the United States and
administered by OFAC (collectively “OFAC Lists”), (ii) owned or controlled by, or acting on behalf of, a person,
that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national,
or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria,
the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United
States or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515.


 


v. The Issuer represents
and warrants that (i) each of the Issuer, Merger Sub, any of their respective directors and officers and, to the Issuer’s
knowledge, Metromile, any of Metromile’s directors and officers and any of the Issuer’s, Merger Sub’s and Metromile’s
employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which
would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable
jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and Merger
Sub and, to the Issuer’s knowledge, Metromile has instituted and maintains systems, policies and procedures designed to prevent
violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or
regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, Merger Sub or, to the Issuer’s
knowledge, Metromile with respect to such laws, regulations and rules is pending and, to the Issuer’s knowledge, no such
actions, suits or proceedings are threatened or contemplated.


  


4.  Subscriber
Representations and Warranties. Subscriber represents and warrants that:


 


 


a.  If Subscriber
is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of
its jurisdiction of incorporation or formation, with power and authority to enter into, deliver 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.  This Subscription
Agreement has been duly authorized, executed and delivered by Subscriber and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber, enforceable
against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 


c. The execution, delivery
and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions contemplated hereby,
(i) are fully consistent with Subscriber’s financial needs, objectives and condition, (ii) comply and are fully consistent
with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been duly authorized and approved
by all necessary action and (iv) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks
inherent in investing in or holding the Acquired Shares.


 






    6


     


    

 


d  The execution,
delivery and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions contemplated
hereby 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
or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or any of its
subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject; (ii) Subscriber’s
organizational documents or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound; (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 subsidiaries or any of their respective properties, that, in the case of clauses (i) and (iii), would
reasonably be expected to have a material adverse effect on the legal authority or ability of Subscriber to perform in any material
respects its obligations hereunder.


 


e.  Subscriber (i) is
a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on
Schedule A, (ii) is an “institutional account” (as defined in FINRA Rule 4512(c)), (iii) is acquiring the
Acquired Shares only for its own account and not for the account of others, or if Subscriber is a “qualified institutional
buyer” and is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of
such account is a “qualified institutional buyer” and 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 (iv) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other
jurisdiction (and shall provide the requested information on Schedule A following the signature page hereto). Subscriber
is not an entity formed for the specific purpose of acquiring the Acquired Shares, unless such newly formed entity is an entity
in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities
Act).


 


g.  Subscriber understands
that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Acquired Shares have not been registered under the Securities Act or any other securities laws of the United States
or any other jurisdiction. Subscriber understands that it is acquiring its entire beneficial ownership interest in the Acquired
Shares for Subscriber’s own account for investment purposes only and not with a view to any distribution of the Acquired
Shares in any manner that would violate the securities laws of the United States or any other jurisdiction. Subscriber understands
that the Acquired 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 Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur in an “offshore transaction” within the meaning of Regulation S under the Securities
Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof (including
those set out in Rule 144(i) which are applicable to the Issuer) have been met or (iv) pursuant to another applicable exemption
from the registration requirements of the Securities Act, and that any book-entry records representing the Acquired Shares shall
contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale pursuant to Rule
144A promulgated under the Securities Act. Subscriber understands and agrees that the Acquired Shares will be subject to transfer
restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Shares
and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber
understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the
Acquired Shares.


 


h.  Subscriber understands
and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges that there
have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers, directors
or representatives, expressly or by implication, other than those representations, warranties, covenants and agreements included
in this Subscription Agreement.


 






    7


     


    

 


i.  Subscriber represents
and warrants that its acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction
under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or any applicable similar law.


  


j.  In making its
decision to purchase the Acquired Shares, Subscriber represents that it has conducted and completed its own independent due diligence
and has independently made its own analysis and decision with respect to the Subscription. Subscriber further represents and agrees
that, except for the representations, warranties, covenants and agreements made by Issuer herein, on which it may rely, it is relying
exclusively on its own sources of information, investment analysis and due diligence (including professional advice Subscriber
deems appropriate) with respect to the Subscription, the Acquired Shares and the business, condition (financial and otherwise),
management, operations, properties and prospects of the Issuer, including but not limited to all business, legal, regulatory, accounting,
credit and tax matters. Subscriber acknowledges and agrees that it has received, reviewed and understood the offering materials
made available to it in connection with the Subscription and such other information as Subscriber deems necessary in order to make
an investment decision with respect to the Acquired Shares, including with respect to the Issuer, Metromile and the Transactions.
Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the opportunity
to ask such questions, receive such answers and obtain such information from the Issuer directly as Subscriber and such Subscriber’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. Subscriber
acknowledges and agrees that it has not relied on any statements or other information provided by the Placement Agents or any of
the affiliates thereof with respect to the Transactions, the Issuer, Metromile or its decision to purchase the Acquired Shares.
Subscriber further acknowledges that the information provided to the Subscriber (other than the information reflected in the representations
and warranties made herein) is preliminary and subject to change, and that any changes to such information, including, without
limitation, any changes based on updated information, shall in no way affect the Subscriber’s obligation to purchase the
Acquired Shares hereunder.


 


k.  Subscriber became
aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or by means of
contact from any of J.P. Morgan Securities LLC, Wells Fargo Securities, LLC or Allen & Company LLC, each acting as placement
agent for the Issuer (collectively, the “Placement Agents”), and the Acquired Shares were offered to Subscriber
solely by direct contact between Subscriber and the Issuer or by contact between Subscriber and one or more Placement Agents. Subscriber
did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other
means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares (i) were not offered by any
form of general advertising or, to its knowledge, general solicitation, and (ii) to its knowledge are not being offered in
a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


l. Subscriber acknowledges
and agrees that (a) the Placement Agents are acting solely as placement agents in connection with the Subscription and are not
acting as underwriters or in any other capacity and are not and shall not be construed as a fiduciary for Subscriber, the Issuer
or any other person or entity in connection with the Subscription, (b) the Placement Agents have not made and will not make any
representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation
in connection with the Subscription, (c) the Placement Agents will have no responsibility with respect to (i) any representations,
warranties or agreements made by any person or entity under or in connection with the Subscription or any of the documents furnished
pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person)
thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning
the Issuer or the Subscription, and (d) the Placement Agents shall have no liability or obligation (including without limitation,
for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or
disbursements incurred by Subscriber, the Issuer or any other person or entity), whether in contract, tort or otherwise, to Subscriber,
or to any person claiming through Subscriber, in respect of the Subscription.


 


m. Subscriber acknowledges
that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including those
set forth in the SEC Documents. Subscriber qualifies as a sophisticated institutional investor and has such knowledge and experience
in financial, business and private equity matters as to be capable of evaluating the merits and risks of an investment, both in
general and with regard to all transactions and investment strategies involving a security or securities, including Subscriber’s
investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered
necessary to make an informed investment decision.


 






    8


     


    

 


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


 


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


  


p.  Subscriber represents
and warrants that Subscriber is not (i) a person or entity named on the OFAC List, (ii) owned or controlled by, or acting
on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born
in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba,
Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade
restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a
 “Prohibited Investor”). 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 financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively,
the “BSA/PATRIOT Act”), that 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 to ensure compliance with OFAC-administered sanctions programs, including for the screening
of its investors against the OFAC Lists. 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 Acquired Shares
were legally derived.


 


q.  If Subscriber
is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit
plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA),
a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject
to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions
of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan,
account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA
or section 4975 of the Code, Subscriber represents and warrants that (i) neither the Issuer, nor any of its respective 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 Acquired 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 Acquired Shares;
(ii) the decision to invest in the Acquired Shares has been made at the recommendation or direction of an “independent
fiduciary” (“Independent Fiduciary”) within the meaning of US Code of Federal Regulations 29 C.F.R. section
2510.3 21(c), as amended from time to time (the “Fiduciary Rule”) who is (1) independent of the Transaction
Parties; (2) is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies (within the meaning of the Fiduciary Rule); (3) is a fiduciary (under ERISA and/or section 4975 of the
Code) with respect to Subscriber’s investment in the Acquired Shares and is responsible for exercising independent judgment
in evaluating the investment in the Acquired Shares; and (4) is aware of and acknowledges that (A) none of the Transaction
Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the
purchaser’s or transferee’s investment in the Acquired Shares, and (B) the Transaction Parties have a financial
interest in the purchaser’s investment in the Acquired Shares on account of the fees and other remuneration they expect to
receive in connection with transactions contemplated by this Subscription Agreement.


 






    9


     


    

  


r. Subscriber has,
and at the Closing will have, sufficient funds to pay the Purchase Price pursuant to Section 2(a).


 


5.  Registration
Rights.


 


a.  The Issuer agrees
that, within fifteen (15) business days after the Closing Date (the “Filing Date”), the Issuer will file with
the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Acquired Shares
(the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th
business day (or 80th business day if the Commission notifies the Issuer that it will “review” the Registration Statement)
following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally or in writing, whichever
is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed
for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission
remains closed for operations, provided, further, that the Issuer’s obligations to include the Acquired Shares in
the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber,
the securities of the Issuer held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably
requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection
with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations,
including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement
during any customary blackout or similar period or as permitted hereunder;. Any failure by the Issuer to file the Registration
Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the
Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 5. The Issuer
will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of filing
the Registration Statement. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement
unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or
all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities
Act for the resale of the Acquired Shares by the applicable stockholders or otherwise, such Registration Statement shall register
for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the SEC. In
such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall
be reduced pro rata among all such selling shareholders. The Issuer will use its commercially reasonable efforts to maintain the
continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities (as defined
below) or such shorter period upon which each undersigned party with Registrable Securities included in such Registration Statement
have notified the Issuer that such Registrable Securities have actually been sold. The Issuer will file all reports, and provide
all customary and reasonable cooperation, necessary to enable the undersigned to resell Registrable Securities pursuant to the
Registration Statement or Rule 144 under the Securities Act (“Rule 144”), as applicable, qualify the Registrable Securities
for listing on the applicable stock exchange, update or amend the Registration Statement as necessary to include Registrable Securities
and provide customary notice to holders of Registrable Securities. “Registrable Securities” shall mean, as of any date
of determination, the Acquired Shares and any other equity security of the Issuer issued or issuable with respect to the Acquired
Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.
As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities at the earliest
of (A) when the undersigned ceases to hold any Acquired Shares, (B) the date all Acquired Shares held by the undersigned may be
sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be
applicable to affiliates under Rule 144, other than the requirement for the Issuer to be in compliance with the current public
information required under Rule 144(c), (C) when they shall have ceased to be outstanding or (D) two years from the date of effectiveness
of the Registration Statement.


 






    10


     


    

   


b. In the case of
the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement, the Issuer
shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and compliance.
At its expense the Issuer shall:


 


(i)  except for
such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earliest of
the following: (i) Subscriber ceases to hold any Acquired Shares, (ii) the date all Acquired Shares held by Subscriber
may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which
may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current
public information required under Rule 144(i)(2), and (iii) two (2) years from the effective date of the Registration Statement.
The period of time during which the Issuer is required hereunder to keep a Registration Statement effective is referred to herein
as the “Registration Period”;


 


(ii)  advise Subscriber
within five (5) business days:


 


(1)  when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;


 


(2)  of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or
for additional information;


 


(3)  of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for such purpose;


 


(4)  of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)  subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading.


 


Notwithstanding anything
to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any
material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence
of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


(iii)  use its
commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 


(iv)  upon the
occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended,
the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as
soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v)  use its commercially
reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on which the Class A
Shares issued by the Issuer have been listed; and


 


(vi)  use its
commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares contemplated
hereby and to enable Subscriber to sell the Acquired Shares under Rule 144.


 






    11


     


    

 


c.  Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or
an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon
the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information
that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel,
to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more
than two occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total
calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening
of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event
the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers
and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant
to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare)
that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become
effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the
confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law or
subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy,
all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this
obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent
Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to
copies stored electronically on archival servers as a result of automatic data back-up.


 


d.  Subscriber may
deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from
the Issuer otherwise required by this Section 6; provided, however, that Subscriber may later revoke
any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the
Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with
any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber
will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension
Event was previously delivered (or would have been delivered but for the provisions of this Section 5(d)) and the related
suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification
to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber
with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 


e. Indemnification.


 


 


(i)  The Issuer
agrees to indemnify and hold harmless, to the extent permitted by law, Subscriber, its directors, officers, employees, agents,
each person who controls Subscriber (within the meaning of the Securities Act or the Exchange Act) from and against any and all
losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses
incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement
of material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”)
or preliminary Prospectus or any amendment thereof or supplement thereto or document incorporated by reference therein or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading, except insofar as the same are caused by or contained in any information
furnished in writing to the Issuer by or on behalf of such Subscriber expressly for use therein; provided, however, that the indemnification
contained in this Section (e) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable
for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of
such person to deliver or cause to be delivered a Prospectus made available by the Issuer in a timely manner or (B) in connection
with any offers or sales effected by or on behalf of Subscriber in violation of this Agreement.


 






    12


     


    

 


(ii)  In connection
with any Registration Statement in which Subscriber is participating, Subscriber shall furnish to the Issuer in writing such information
and affidavits as the Issuer reasonably requests for use in connection with any such Registration Statement or Prospectus. Subscriber
agrees, severally and not jointly with any other Person that is a party to the Other Subscription Agreements, to indemnify and
hold harmless, to the extent permitted by law, the Issuer, its directors and officers and agents and employees and each person
who controls the Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable attorneys’ fees) resulting from or arising out of any untrue or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
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 in light of the circumstances under which they were made, not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of such Subscriber
expressly for use therein; provided, however, that in no event shall the liability of each such Subscriber be greater
in amount than the dollar amount of the net proceeds received by such Subscriber from the sale of Acquired Shares pursuant to such
Registration Statement giving rise to such indemnification obligation.


  


(iii)  Any person
entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent.
An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is
so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


(iv)  The indemnification
provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified
party and shall survive the transfer of the Acquired Shares.


 


(v)  If the indemnification
provided under this Section 5(e) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 5(e)(i), (ii) and (iii) above, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(e)(v) from
any person who was not guilty of such fraudulent misrepresentation.


 






    13


     


    

 


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 earlier to
occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual
written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to
Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as
a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing or (d) the Outside
Date (as defined in the Merger Agreement); 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
losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber in writing (including via
email) of the termination of the Merger Agreement.


 


7.  Additional Agreements and Waivers
of Subscriber.


 


a. Trust Account Waiver.
Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition,
reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges
that, as described in the Issuer’s prospectus relating to its initial public offering dated September 2, 2020 (the “September
2020 Prospectus”), available at sec.gov, substantially all of the Issuer’s assets consist of the cash proceeds
of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds
have been deposited in a trust account (the “Trust Account”) for the benefit of its public stockholders and
the underwriters of its initial public offering. Except with respect to interest earned on the funds held in the Trust Account
that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for
the purposes set forth in the September 2020 Prospectus. For and in consideration of the Issuer entering into this Subscription
Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates and
representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have
in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, and
agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result
of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of
whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided however, that
nothing in this Section 7 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account
by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than
pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities
of the Issuer. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares
pursuant to the Issuer’s certificate of incorporation in connection with the Transactions or any other business combination,
any subsequent liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer
as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it
shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or
any monies or other assets in the Trust Account. This paragraph shall survive any termination of this Subscription Agreement.


 


b. No Hedging.
Subscriber hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it,
shall execute any short sales or engage in other hedging transactions of any kind with respect to the Acquired Shares during the
period from the date of this Subscription Agreement through the Closing. Nothing in this Section 7(b) shall prohibit such persons
from engaging in hedging transactions with respect to other securities of the Issuer, including Class A Shares acquired in open
market purchases, so long as such person does not create any “put equivalent position,” as such term is defined in
Rule 16a-1 under the Exchange Act, or short sale positions, with respect to the Acquired Shares, nor shall this Section 7(b) prohibit
any other investment portfolios of the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s
participation in this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any
short sales or engaging in other hedging transactions.


 






    14


     


    

 


8.  Issuer’s Covenants


 


a.  Except as contemplated
herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of
any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares
under the Securities Act.


 


b.  With a view
to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the
Issuer agrees, until the third anniversary of the Closing Date, to:


 


(i) make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(ii) file
with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the
Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


(iii) furnish
to Subscriber so long as it owns Acquired Shares, promptly upon request, (x) a written statement by the Issuer, if true, that it
has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent
annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information
as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


c. 
The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription
Agreement solely to finance the Transactions.


 


d.  The legend described
in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired
Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository
Trust Company (“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, (ii)
in connection with a sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form
reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without
registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred
pursuant to Rule 144, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers
in accordance with the Securities Act. The Issuer shall be responsible for the fees of its transfer agent and all DTC fees associated
with such issuance.


 


9. Miscellaneous.


 


a.  Each party hereto
acknowledges that the other party hereto and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the
other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein with
respect to it are no longer accurate in all material respects. Subscriber further acknowledges and agrees that each of the Placement
Agents is a third-party beneficiary of the representations and warranties of the Subscriber contained in this Subscription Agreement.
The Issuer and the Subscriber acknowledge and agree that Metromile is a third party beneficiary hereof and no consent, waiver,
modification or amendment hereunder or hereof may be given of agreed to by the Issuer without Metromile’s consent.


 


b.  Each of the
Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby. Each of the Placement Agents is entitled to rely upon the representations and warranties made by Subscriber
in this Subscription Agreement.


 






    15


     


    

 


c.  This Subscription
Agreement may not be transferred or assigned without the prior written consent of each of the other parties hereto. Notwithstanding
the foregoing, this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to any
fund or account managed by the same investment manager as Subscriber, without the prior consent of the Issuer, provided
that such assignee(s) agrees in writing to be bound by the terms hereof. Upon such assignment by a Subscriber, the assignee(s)
shall become Subscriber hereunder and have the rights and obligations provided for herein to the extent of such assignment; provided
further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment
to any fund or account managed by the same investment manager as Subscriber. Neither this Subscription Agreement nor any rights
that may accrue to the Issuer hereunder or any of the Issuer’s obligations may be transferred or assigned other than pursuant
to the Transactions. 


 


 


d.  All the representations
and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. All covenants made by each party
hereto in this Subscription Agreement required to be performed after the Closing shall expire upon performance. All other agreements
made by each party hereto in this Subscription Agreement shall expire at the Closing.


 


e.  The Issuer may
request from Subscriber such additional information as the Issuer may deem reasonably necessary to evaluate the eligibility of
Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the
extent readily available and to the extent consistent with its internal policies and procedures; provided, that, the Issuer
agrees to keep any such information provided by Subscriber confidential; provided, further, that upon recipient of such
additional information, the Issuer shall be allowed to convey such information to each Placement Agent and such Placement Agent
shall keep the information confidential, except as may be required by applicable law, rule, regulation or in connection with any
legal proceeding or regulatory request.


 f.  This Subscription
Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement
of such modification, waiver, or termination is sought.


 


g.  This Subscription
Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof.


  


h.  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.


 


i.  If any provision
of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 


j.  This Subscription
Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.


 


k.  Each party shall
pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated by this Subscription
Agreement.


 


l. The Issuer shall be
responsible for the fees of its transfer agent, the Escrow Agent, stamp taxes and all of DTC’s fees associated with the issuance
of the Acquired Shares.


 






    16


     


    

 


m. Subscriber understands
and agrees that (i) no disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates
in connection with the offer and sale of the Acquired Shares; (ii) the Placement Agents and their respective directors, officers,
employees, representatives and controlling persons have made no independent investigation with respect to the Issuer, Metromile,
the Transactions or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by
the Issuer; and (iii) in connection with the issue and purchase of the Acquired Shares, the Placement Agents have not acted as
the Subscriber’s financial advisor, tax or fiduciary.


 


n.  Any notice or
communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent
by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or
confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently
designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or
(d) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person
may hereafter designate by notice given hereunder:


 


(i)  if to Subscriber,
to such address or addresses set forth on the signature page hereto;


 


(ii)  if to the Issuer, to:


 


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attention: Amanda Abrams


Telephone: (484) 459-3476


E-mail: amanda@ftspac.com


 


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


 


Ledgewood P.C.


Two Commerce Square, Suite 3400


2001 Market Street


Philadelphia, PA 19103


Attention:     Derick S. Kauffman


Telephone:   (215) 731-9450


Facsimile:     (215) 735-2513


E-mail:          dkauffman@ledgewood.com


 


o.  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 seek 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.


 


p.  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 laws thereof.


 






    17


     


    

 


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 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 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 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 9(n) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT
SERVICE THEREOF.


 


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, PLACEMENT 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
9(p).


 


q.  If, any change
in the Class A Shares shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification,
recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock
dividend, the number of Acquired Shares issued to Subscriber shall be appropriately adjusted to reflect such change.


  


r.  The Issuer 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 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements,
the Transactions and any other material, nonpublic information that the Issuer has provided to Subscriber at any time prior to
the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber
shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors or
employees or agents (including the Placement Agents) and Subscriber shall no longer be subject to any confidentiality or similar
obligations under any current agreement, whether written or oral with the Issuer or any of its affiliates. Notwithstanding anything
in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates,
or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory
agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law
and (ii) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or
under the regulations of Nasdaq.


 


[Signature pages follow.]


 






    18


     


    

   





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


 


	 	INSU ACQUISITION CORP. II 
	 	 
	 	By:	/s/ John Butler
	 	Name:  	John Butler
	 	Title:	CEO and President


 


Date: November 24, 2020


 


Signature Page to

Subscription Agreement


 









    


     


    

 


	SUBSCRIBER:	 	 
	 	 	 
	INSU
    PIPE Sponsor II, LLC	 	Signature of Joint Subscriber, if
    applicable:
	 	 	 
	By:	/s/ Daniel
    G. Cohen	 	By:	         
	Name: 	Daniel G. Cohen	 	Name:
	Title:	Authorized Signatory	 	Title:


 


Date: November 24, 2020


 


	Signature of Subscriber:	Signature of Joint Subscriber,
    if applicable:
	 	 
	___________________________________

    (Please print. Please indicate name and

    capacity of person signing above)	___________________________________

    (Please print. Please indicate name and

    capacity of person signing above)
	 	 
	___________________________________

    Name in which securities are to be registered

    (if different)	 
	 	 
	Email Address:	 
	 	 
	If there are joint investors, please check one:	 
	 	 
	☐ Joint Tenants with Rights of Survivorship	 
	 	 
	☐ Tenants-in-Common	 
	 	 
	☐ Community Property	 
	 	 
	Subscriber’s EIN:  _______________	Joint Subscriber’s EIN:

    ________________________________
	Business Address:

    

    	Mailing Address-Street (if different):
	 	___________________________________
	 	 
	 	___________________________________

    City, State, Zip:
	 	 
	 	Attn:
	 	 
	Telephone No.: ___________________	Telephone No.: ___________________
	 	 
	 	Facsimile No.: ____________________
	 	 
	Aggregate Number of Acquired Shares subscribed
    for:	 
	1,500,000	 
	 	 
	Aggregate Purchase Price: $15,000,000	 


 


You must pay the Purchase Price by wire
transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.


 


Signature Page to

Subscription Agreement


 






    


     


    

 


Number of Acquired Shares subscribed for
and aggregate Purchase Price accepted and agreed to as of this 24th day of November, 2020, by:


 


INSU ACQUISITION CORP. II


 


	By:  	/s/ John Butler	 
	Name: 	John Butler	 
	Title:	CEO and President	 


 


Signature Page to

Subscription Agreement


 






    


     


    

 





Number of Acquired Shares subscribed for and aggregate Purchase
Price accepted and agreed to as of this 24th day of November, 2020, by:


  


Signature of Subscriber:


 


	 	 
	By:	/s/ Daniel G. Cohen	 
	Name:	Daniel G. Cohen	 
	Title:	Authorized Signatory	 


 


Signature Page to

Subscription Agreement





 






    


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


	A.1.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):
	 	 
	 	1.	☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
	 	 	 
	 	2.	☐ We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.


 


*** OR ***


 


	A.2.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check each of the following subparagraphs):
	 	 
	 	1.	☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act.
	 	 	 
	 	2.	☐ We are not a natural person.


 


*** AND ***


 


	B.	AFFILIATE STATUS

(Please check the applicable box)
	 	 
	 	SUBSCRIBER:
	 	 
	 	☐	is:
	 	 	 
	 	☐	is not:


 


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


 


*** AND ***


 


	C.	INSTITUTIONAL ACCOUNT STATUS

(Please check the applicable box)
	 	 
	 	FINRA Rule 4512(c) states that an “institutional account” shall mean any person who comes within any of the below listed categories. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “institutional account.”
	 	 
	 	SUBSCRIBER is:
	 	 
	 	☐	a bank, savings and loan association, insurance company or registered investment company
	 	 	 
	 	☐	an investment adviser registered either with the Commission under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); or
	 	 	 
	 	☐	any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.


 


This page should be completed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


 


 


Schedule A