Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of November 24, 2020, by
and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), Motive Capital Fund
I-A, LP, a Delaware Limited Partnership, Motive Capital Fund I-B, LP, a Delaware Limited Partnership and Motive Capital Fund I-MPF,
LP, a Delaware Limited Partnership (collectively, “Motive Fund I”) and Motive Capital Fund II-A, LP,
a Delaware Limited Partnership, Motive Capital Fund II-B, LP, a Delaware Limited Partnership and Motive Capital Fund II-MPF, LP,
a Delaware Limited Partnership (collectively, “Motive Fund II” and together with Motive Fund I the “Purchasers”
and each a “Purchaser”).


 


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


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one Class A
Share of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one
redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price
of $11.50 per share (the “Warrant(s)”);


 


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


 


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which concurrently with the closing of the Company’s initial Business Combination (the “Business
Combination Closing”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from
the Company, on a private placement basis, the aggregate number of units (the “Forward Purchase Units”)
determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A
Share (each, a “Forward Purchase Share”) and one-third of one warrant (each, a “Forward Purchase
Warrant”), on the terms and conditions set forth herein (the Forward Purchase Shares, the Forward Purchase Warrants
underlying the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants, the “Forward
Purchase Securities”);


 


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


 


WHEREAS, the amounts available to the
Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt
financing obtained by the Company in connection with the Business Combination (the “Available
Cash”), together with the proceeds from the sale of the Forward Purchase Units, will be used to satisfy the
cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining amounts
specified in the definitive agreement for the Business Combination (the “Definitive Agreement”) to
be retained for use by the post-Business Combination company for working capital or other purposes (the “Cash
Requirements”);


 






    


     


    

 


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


 


1.            Sale
and Purchase.


 


(a)            Forward
Purchase Units.


 


(i)            Subject
to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchasers, and the Purchasers
shall purchase from the Company, in the aggregate, 14,000,000 Forward Purchase Units, or such lesser amount calculated in accordance
with Section 1(a)(ii) below, for a purchase price of $10.00 per Forward Purchase Unit. Each Forward Purchase Warrant
will have the same terms as each Warrant sold as part of the public units in the IPO, and will be subject to the terms and conditions
of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent, in connection with the IPO (the “Warrant Agreement”), mutatis mutandis. Each Forward Purchase
Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment
as described in the Warrant Agreement and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants
will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and
will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as
described in the Warrant Agreement.


 


(ii)           The
number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchasers hereunder, and the aggregate
purchase price to be paid for the Forward Purchase Units, shall be determined as follows:


 


A.            In
no event later than Twenty (20) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall
provide the Purchasers with notice (the “Initial Company Notice”) of the contemplated counterparty to the Definitive
Agreement and the Cash Requirements for the consummation of the Business Combination. Following delivery of the Initial Company
Notice, the Company shall provide the Purchasers with such other information as they may reasonably request so that they may determine
the number of Forward Purchase Units to purchase pursuant to this Agreement and seek the approval of their investment committees
with respect thereto.


 


B.            Within
five (5) Business Days after receipt of the Initial Company Notice, the Purchasers shall provide the Company with notice
(the “Purchase Notice”) of the aggregate number of Forward Purchase Units the Purchasers will
acquire pursuant to this Agreement, if any, which aggregate number shall be no greater than 14,000,000 (the
 “Final Forward Purchase Amount”), and the aggregate purchase price to be paid by the Purchasers to acquire
the Final Forward Purchase Amount or Forward Purchase Units, which shall be the product of (x) the Final Forward
Purchase Amount multiplied by (y) $10.00 (such product, the “Forward Purchase Price”),
which notice shall constitute the binding obligation of the Purchasers to purchase, and the Company to sell to the
Purchasers, the Final Forward Purchase Amount of Forward Purchase Units, for the Forward Purchase Price, subject to the terms
and conditions of this Agreement.


 






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(iii)            At
least eleven (11) Business Days before the Business Combination Closing, the Company shall provide the Purchasers with notice of:


 


A.            the
anticipated date of the Business Combination Closing; and


 


B.            instructions
for wiring the Forward Purchase Price.


 


(iv)            At
least two (2) Business Days before the Business Combination Closing, the Purchasers shall provide the Company with an allocation
notice (the “Allocation Notice”) of the number of Forward Purchase Units to be purchased, and portion
of the Forward Purchase Price to be paid, by each Purchaser, with the aggregate amount of Forward Purchase Units being the Final
Forward Purchase Amount and the aggregate amount to be paid being the Forward Purchase Price.


 


(v)            The
closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date
and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”).
At least one (1) Business Day prior to the Forward Closing Date, the Purchasers shall deliver to the Company the Forward Purchase
Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by
the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward
Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the
Company or the Purchasers, and (ii) upon such release, the Company shall issue the Forward Purchase Units to the Purchasers
in accordance with the Allocation Notice in book-entry form, free and clear of any liens or other restrictions whatsoever (other
than those arising under state or federal securities laws), registered in the name of the Purchasers (or their nominees in accordance
with their delivery instructions) in accordance with the Allocation Notice, or to a custodian designated by each Purchaser, as
applicable. In the event the Business Combination Closing does not occur within five (5) Business Days of the date scheduled
for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter)
return the Forward Purchase Price to the Purchasers. For purposes of this Agreement, “Business Day” means
any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 






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(b)            Delivery
of Forward Purchase Units.


 


(i)            The
Company shall register the Purchasers, in accordance with the Allocation Notice, as the owners of the Forward Purchase Units purchased
by the Purchasers hereunder in the register of members of the Company and with the Company’s transfer agent by book entry
on or promptly after (but in no event more than two (2) Business Days after) the date of the Forward Closing.


 


 


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


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY”


 


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


 


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


 


2.            Representations
and Warranties of the Purchasers. Each Purchaser represents and warrants to the Company
on behalf of itself as follows, as of the date hereof:


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


(m)            Residence.
The principal place of business of each Purchaser is the office located at the addresses of such Purchaser set forth on the signature
page hereof.


 


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


 


(o)            Adequacy
of Financing. Each of the Purchasers has, or will have, from and after receipt of capital commitments, sufficient funds in
an aggregate amount not less than the purchase price for the Forward Purchase Units indicated in the Purchase Notice, available
to it to satisfy their obligations under this Agreement.


 


(p)            Affiliation
of Certain FINRA Members. None of the Purchasers are either a person associated or affiliated with any underwriter of the IPO
or, to their actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


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


 


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


 


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


 






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


 


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


 


(ii)           50,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), [8,625,000]
of which are issued and outstanding; and all of the outstanding Class B Shares of the Company have been duly authorized, are
fully paid and nonassessable and were issued in compliance with all applicable laws; and


 


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


 


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


 


(d)            Valid
Issuance of Forward Purchase Securities.


 


(i)            The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth
in this Agreement and registered in the register of members of the Company, and the securities issuable upon conversion or
exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and
this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and
nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal
securities laws and liens or encumbrances created by or imposed by the Purchasers. Assuming the accuracy of the
representations of the Purchasers in this Agreement and subject to the filings described in
Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and
state securities laws.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(a)            Trust
Account.


 


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


 


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


 






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


 


5.            Additional
Agreements of the Company.


 


(a)            No
Material Non-Public Information.  The Company agrees that no information provided to the Purchasers in connection with
this Agreement will, upon the IPO Closing, constitute material non-public information of the Company.


 


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


 


(c)            No
Amendments to the Articles.  The amended and restated memorandum and articles of association of the Company will be in
substantially the same form of Exhibit B hereto and will not be amended in any material respect prior to the IPO Closing
without the Purchasers’ prior written consent.


 


6.            Forward
Closing Conditions.


 


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


 


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


 


(ii)           The
Purchasers shall have unfunded capital commitments in an amount sufficient, when taken together with the Purchasers’ other
funding obligations, to fund the Forward Purchase Price;


 


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


 


(iv)          The
Purchasers, shall have received the approval of their investment committees, for the purchase of the Forward Purchase Units;


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


(b)           automatically


 


(i)            if
the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


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


 


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


 


8.            General
Provisions.


 


(a)            Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All
communications sent to the Company shall be sent to: Motive Capital Corp, 7 World Trade Center, 250 Greenwich Street, FL 47, New
York, New York 10007, Attn: Kristy Trieste, email: kristy.trieste@motivepartners.com, with a copy to the Company’s counsel at: Kirkland & Ellis
LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler and Lauren M. Colasacco, email: cnagler@kirkland.com
and lauren.colasacco@kirkland.com, fax: (212) 446-4900.


 


All communications to the Purchasers shall
be sent to the Purchasers’ addresses as set forth on the signature page hereof, or to such e-mail address, facsimile
number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


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


 






    13


     


    

 


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


 


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


 


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


 


(f)            Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, each Purchaser may
assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other
persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided,
however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of such Purchaser;
provided, further, that no such assignment or delegation shall relieve such Purchaser of its obligations hereunder
(including its obligation to purchase the Number of Forward Purchase Shares and the Number of Forward Purchase Warrants hereunder)
and the Company shall be entitled to pursue all rights and remedies against such Purchaser subject to the terms and conditions
hereof.


 


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


 


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


 


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


 






    14


     


    

 


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


 


(k)            Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


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


 


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


 


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


 


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


 






    15


     


    

 


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


 


(q)            Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


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


 


[Signature Page Follows]


 






    16


     


    

 


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


 


PURCHASERS:


 



	MOTIVE
    FUND I	 	MOTIVE
    FUND II
	 	 	 	 
	MOTIVE
    CAPITAL FUND I-A, LP	 	MOTIVE
    CAPITAL FUND II-A, LP
	 	 	 	 
	By:	/s/
Paul Luc Robert Heyvaert	 	By:	/s/
Paul Luc Robert Heyvaert
	Name:	Paul Luc Robert Heyvaert 	 	Name:	Paul Luc Robert Heyvaert 
	Title:	Chairman 	 	Title:	Chairman 



 





	MOTIVE
    CAPITAL FUND I-B, LP	 	MOTIVE
    CAPITAL FUND II-B, LP
	 	 	 	 
	By:	/s/
Paul Luc Robert Heyvaert	 	By:	/s/
Paul Luc Robert Heyvaert
	Name:	Paul Luc Robert Heyvaert 	 	Name:	Paul Luc Robert Heyvaert 
	Title:	Chairman 	 	Title:	Chairman 


 





	MOTIVE
    CAPITAL FUND I-MPF, LP	 	MOTIVE
    CAPITAL FUND II-MPF, LP
	 	 	 	 
	By:	/s/
Paul Luc Robert Heyvaert	 	By:	/s/
Paul Luc Robert Heyvaert
	Name:	Paul Luc Robert Heyvaert 	 	Name:	Paul Luc Robert Heyvaert 
	Title:	Chairman 	 	Title:	Chairman 


 


	Address for Notices:	Address for Notices:
	 	 
	7 World Trade Center 	7 World Trade Center 
	250 Greenwich Street,	250 Greenwich Street,
	FL 47, New York, New York 10007	FL 47, New York, New York 10007
	Attention: Kristy Trieste	Attention: Kristy Trieste
	Email:
kristy.trieste@motive partners.com	Email: kristy.trieste@motive
partners.com



 


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


 


Kirkland &
Ellis LLP

601 Lexington Avenue


New
York, New York 10022


	Attn:	Christian
    O. Nagler
	 	Lauren
    M. Colasacco






 


[Signature Page to Forward Purchase Agreement]


 






    


     


    

 


COMPANY:


 


MOTIVE CAPITAL CORP


 





	By:	/s/ Blythe Masters	 
	Name:	Blythe Masters	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Forward Purchase
Agreement]


 






    


     


    

 


Exhibit A


 


Registration Rights


 


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


 


2.            The
Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten
Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale
Shelf is intended to be conducted through a firm commitment underwritten offering (an “Underwritten
Offering”); provided, however, that the Holders of Registrable Securities may not,
without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of
which shall be less than $10,000,000 (unless the Holders are proposing to sell all of their remaining Registrable
Securities), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred
sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days
prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or
year.  In the event of an Underwritten Offering, the Holders representing a majority-in-interest of the Registrable
Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of
the Company, which is not to be unreasonably withheld, conditioned or delayed.  If the underwriter(s) for any
Underwritten Offering pursuant to this paragraph 2 of this exhibit A (each, a “Secondary
Offering”) advise the Company and the Holders that, in their good faith opinion, marketing factors require a
limitation on the number of securities that may be included in such Secondary Offering, the number of securities to be so included
shall be allocated as follows: (i) first, to the Holders that have requested to participate in such Secondary Offering,
allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be
included in such Secondary Offering by such Holders, and (ii) second, to the holders of any other securities of the
Company that have been requested to be so included.


 






    A-1


     


    

 


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


 


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


 


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


 


6.            In
connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other
actions in connection therewith (including those requested by Holders representing a majority-in-interest of the Registrable
Securities to be included in such Underwritten Offering) in order to facilitate the disposition of such Registrable
Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that
provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables.


 






    A-2


     


    

 


7.            The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain
the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For
purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of any
Secondary Offering and any Company Offering, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA and any securities exchange on which the Registrable
Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees
and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing,
messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and expenses
of one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities participating
in any such Secondary Offering not to exceed $75,000 per Secondary Offering, but shall not include any incremental selling expenses
relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter
marketing costs and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any legal counsel
representing the Holders; and provided that the Company shall only be responsible for expenses under clause (vi) with respect
to two Secondary Offerings in any consecutive three-hundred sixty-five (365) day-period.


 


8.            The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its
shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under
clause (ii) of the preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such
notice to the Holders; provided such period may be extended for an additional thirty (30) days with the consent of Holders representing
a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld; provided further, that
such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve (12) month period.
The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after they have received
a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence
effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an
 “End of Suspension Notice”) from the Company to the Holders. The Company shall act in good faith to permit
any suspension period contemplated by this paragraph 8 of this exhibit A to be concluded as promptly as reasonably practicable.


 


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


 






    A-3


     


    

 


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


 


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


 


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


 






    A-4


     


    

 


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


 


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


 






    A-5


     


    

 


Exhibit B


 


Form of Amended and Restated Memorandum
and Articles of Association of the Company


 


See attached.


 






    B-1