Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of ________________, 2020, by and between ScION
Tech Growth I, a Cayman Islands exempted company (the “Company”), and OrION Capital Structure Solutions UK Limited,
a private limited company incorporated in England & Wales (the “Purchaser”).


 


Recitals


 


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 registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of 50,000,000 units
(or 57,500,000 units if the underwriters’ over-allotment option (the “IPO Option”) is exercised in full)
(the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Class A Shares,” and the Class A Shares included
in the Public Units, the “Public Shares”), 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 “Warrants,”
and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, the Company’s
sponsor, ScION 1 Sponsor LLC, has agreed to purchase an aggregate of 8,000,000 warrants (or 9,000,000 warrants if the IPO Option
is exercised in full) at a price of $1.50 per warrant in a private placement that will close simultaneously with the closing of
the IPO (the “Private Placement Warrants”);


 


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


 


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 Purchaser, and the
Purchaser shall purchase from the Company, on a private placement basis, the 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 the payment of the
deferred fees due to the underwriters of the IPO) 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:


 


Agreement


 


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 Purchaser, and the Purchaser
shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the
option of the Purchaser, up to an aggregate maximum of 30,000,000 Forward Purchase Units (the “Maximum Units”),
for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000
in the aggregate or up to a maximum of $300,000,000 in the aggregate. Each Forward Purchase Warrant will have the same terms as
each Private Placement Warrant, 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, mutatis mutandis.


 


(ii) The
number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined
as follows:


 


(A) As
soon as reasonably practicable, but in no event less than five (5) Business Days prior to the Company’s entry into the Definitive
Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number
of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good
faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross
proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the
Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the
Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have
the option to purchase up to the Maximum Units. Following delivery of the Initial Company Notice, the Company shall provide the
Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may
reasonably request.


 






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(B) Within
five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial
Purchaser Notice”) of the decision as to the number of Forward Purchase Units it wishes to purchase pursuant to this
Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding
obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.


 


(iii) At
least two (2) Business Days before the Business Combination Closing, the Company shall provide the Purchaser with an updated notice
(the “Final Company Notice”) including:


 


(A) its
determination, based on the actual number of Public Shares validly submitted for redemption or other changes in the Cash Requirements,
of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;


 


(B) the
anticipated date of the Business Combination Closing; and


 


(C) instructions
for wiring the Forward Purchase Price.


 


(iv) At
least one (1) Business Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated notice
(the “Final Purchaser Notice”) of the number of Forward Purchase Units it will be obligated to purchase pursuant
to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be less than
the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii)
as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser
to purchase as specified in the Final Company Notice.


 


(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 Purchaser 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
Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser 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 Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated
by the 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 Purchaser. 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) Legends.
Each register and book entry for the Forward Purchase Securities 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 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.


 


IN ADDITION, SUBJECT TO ANY ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENT BY AND AMONG SCION TECH GROWTH I (THE “COMPANY”) AND THE FORWARD
PURCHASER PARTY THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION EXCEPT TO A PERMITTED TRANSFEREE
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


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


 


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


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser 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 (as defined below) may be limited by applicable federal or state securities laws.


 






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


 


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


 


(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities
laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have
any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or
to any third Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


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


 






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(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not been,
and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of
a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands
that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered
with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class
A Shares into which the Forward Purchase Securities may be converted or exercised, for resale, except for the Registration Rights.
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase
Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company
is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement
for its proposed IPO. The Purchaser understands that the offering of the Forward Purchase Securities is not, and is not intended
to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with
respect to the Forward Purchase Securities.


 


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


 


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


 


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


 


(k) No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners
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) Residence.
The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on
the signature page hereof.


 


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


 


(n) Adequacy
of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its obligations
under this Agreement.


 






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


 


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


 


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


 


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


 


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


 


(ii) 50,000,000
of the Company’s Class B ordinary shares, par value $0.0001 per shares (the “Class B Shares”), 14,375,000
of which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities laws.


 


(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 exercise of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. 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 exercise of the Forward Purchase Warrants has
been taken or will be taken prior to the Forward Closing. 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.


 






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


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities
laws, if any, 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 will not result in any violation or default (i) of any provisions of the Company’s memorandum
and articles of association, as it may be amended from time to time (the “Charter”) or other governing documents
of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state
statute, rule or regulation applicable to the 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 offerings of its securities.


 


(h) 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.


 


(i) 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, this offering, the
proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 






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4. Registration
Rights; Transfer


 


(a) Registration
Rights. The Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase Securities pursuant
to a registration rights agreement to be entered into with the Company, a form of which has been filed with the registration statement
relating to the Company’s IPO (the “Registration Rights”).


 


(b) Transfer.
This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to
purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to
one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment:


 


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


 


(ii) upon
a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the
Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee
pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule
A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate
Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number
of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee
Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule
A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and
the Company upon the occurrence of any such transfer of Transferee Securities.


 






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


 


(a) Lock-up;
Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase
Shares and Forward Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase
Warrants) until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the
Forward Purchase Units (and the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the
exercise of any such warrants) are permitted (any such transferees, the “Permitted Transferees”): (A) to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
members of the Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s
immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such
person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death
of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or
transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities
were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business Combination;
(G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities
or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or
shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed
by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate
of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition
or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by
virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser;
and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A)
through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these
transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement
to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder)
with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide
financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether
any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement
of any intention to effect any transaction specified in clause (x) or (y).


 


(b) Trust
Account.


 


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


 






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


 


6. Nasdaq
Listing. The Company will use commercially reasonable efforts to effect the listing of the Class A Shares and Public Warrants
on The Nasdaq Capital Market (“Nasdaq”) (or another national securities exchange) at the time of the Business
Combination Closing.


 


7. Forward
Closing Conditions.


 


(a) The
obligation of the Purchaser 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 Purchaser:


 


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


 


(ii) 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 Date, 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;


 


(iii) 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


 


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


 






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


 


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


 


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


 


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


 


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


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to twelve (12) months from the date of this Agreement; or


 


(ii) if
the Business Combination is not consummated within twenty four (24) months from the closing of the IPO, or such later date as may
be approved by the Company’s shareholders.


 


In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid,
and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement
shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and
their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of
each party shall cease; provided, however, that nothing contained in this Section 8 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.


 


9. 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 (i) personal delivery to the party to be notified, (ii) 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, (iii) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv) 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: ScION Tech Growth I, 10 Queen St Place, 2nd Floor, London, EC4R 1BE, United Kingdom, Attn: Alex Triplett,
Chief Financial Officer, email: alex.triplett@iongroup.com, with a copy to the Company’s counsel at: White & Case LLP,
1221 Avenue of the Americas, New York, New York 10020, Attn: Joel L. Rubinstein, Esq., email: joel.rubinstein@whitecase.com.


 






    12


     


    




 


All communications
to the Purchaser shall be sent to the Purchaser’s address 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 9(a).


 


(b) No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees
or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives
is responsible.


 


(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the 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 its subject matter 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 approval of the other party.


 


(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.


 






    13


     


    




 


(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.


 


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


 


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


 


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


 


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


 


(n) Expenses.
Each of the Company and the Purchaser will bear 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 of the Forward
Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 






    14


     


    




 


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


 


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


 


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


 


[Signature Page Follows]


 




    15


     


    

 


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


 


	PURCHASER:	 
	 	 
	ORION CAPITAL STRUCTURE SOLUTIONS UK LIMITED	 
	 	 
	By:	                                 	 
	Name:	Ashley Woods	 
	Title:	Director	 
	 	 
	Address for Notices:	 
	 	 
	10 Queen St Place, 2nd Floor

EC4R 1BE

London, United Kingdom

	 
	 	 
	E-mail: ashley.woods@iongroup.com	 
	 	 
	COMPANY:	 
	 	 
	SCION TECH GROWTH I	 
	 	 
	By:	 	 
	Name:	Mathew J. Cestar	 
	Title:	Chief Executive Officer	 





 


[Signature Page to Forward Purchase Agreement]


 




     


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR
REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE
FOR FORWARD PURCHASE UNITS” SET FORTH BELOW


 


	Number of Forward Purchase Units:	 	 	 	 
	 	 	 	 	 
	Aggregate Purchase Price for Forward Purchase Units:	 	$	 	 





 


Number of Forward Purchase Units and Aggregate
Purchase Price for Forward Purchase Units as of , 202[ ], accepted and agreed to as of this day of , 202[ ].


 


	 	ORION CAPITAL STRUCTURE SOLUTIONS UK
LIMITED

	 	 	 
	 	By:	       
	 	Name:	Ashley Woods
	 	Title:	Director
	 	 	 
	 	SCION TECH GROWTH I
	 	 
	 	By:	 
	 	Name:	Mathew J. Cestar
	 	Title:	Chief Executive Officer





 




     


     


    

 


SCHEDULE A


 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE
UNITS


 


The following transfers
of a portion of the original number of Forward Purchase Units have been made:


 


	Date of Transfer	 	Transferee	 	Number of

Forward Purchase Units

Transferred	 	 	Purchaser Revised 

Forward Purchase Units Amount	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    A-1


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION
OF FORWARD PURCHASE UNITS:


 


Schedule A as of        , 202[    ], accepted and agreed to as of this
       day of       , 202[   ] by:


 


	ORION CAPITAL
                                         STRUCTURE SOLUTIONS UK LIMITED
	 	SCION TECH GROWTH I
	 	 	 
	By:	         	 	By:	          
	Name:	Ashley Woods	 	Name:	Mathew J. Cestar
	Title:	Director	 	Title:	Chief Executive Officer


 


 


A-2