Exhibit 10.1


 


FINAL VERSION


 


FORM OF SUBSCRIPTION AGREEMENT


 


Artisan Acquisition Corp.


Room 1111, New World Tower 1


18 Queen’s Road, Central, Hong Kong


 


Prenetics Global Limited


7th Floor, Prosperity Millennia Plaza


663 King’s Road, North Point, Hong Kong


 


Ladies and Gentlemen:


 


This
Subscription Agreement (this “Subscription Agreement”) is being entered into as of September 15, 2021,
by and among Artisan Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SPAC”),
Prenetics Global Limited, an exempted company newly formed under the laws of the Cayman Islands (the “Issuer”) and
the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the
date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”),
by and among SPAC, the Issuer, Prenetics Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”)
and the other parties thereto providing for the combination of SPAC, the Issuer and the Company, on the terms and subject to the conditions
therein pursuant to (i) the merger of SPAC with a wholly-owned subsidiary of the Issuer (“Merger Sub 1”) with
Merger Sub 1 being the surviving entity (“Merger 1”), followed by (ii) the merger of the Company with a wholly-owned
subsidiary of the Issuer with the Company being the surviving entity (“Merger 2,” and together with Merger 1 and the
other transactions contemplated by the Transaction Agreement, collectively, the “Transaction”). In connection with
the Transaction, the Issuer is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently
with the closing of the Transaction, that number of Class A ordinary shares in the capital of the Issuer, par value $0.0001 per
share (the “Shares”) set forth on the signature page of this Subscription Agreement in a private placement for
a purchase price of $10.00 per share (the “Per Share Purchase Price”). On or prior to the date of this Subscription
Agreement, SPAC and the Issuer are entering into subscription agreements (the “Other Subscription Agreements” and
together with the Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other
Investors,” and together with the Investor, collectively, the “Investors”), pursuant to which the Investors
have agreed to purchase on the closing date of the Transaction, inclusive of the Shares subscribed for by the Investor, an aggregate
amount of up to 6,000,000 Shares, at the Per Share Purchase Price. The aggregate purchase price to be paid by the Investor for the subscribed
Shares as set forth on the signature page hereto (the “Subscribed Shares”) is referred to herein as the “Subscription
Amount.”


 


In connection therewith,
and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth
herein, and intending to be legally bound hereby, each of the Investor, the Issuer and SPAC acknowledges and agrees as follows:


 


1.            Subscription.
The Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer the number of Shares set forth on the signature
page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and
agrees that the Issuer reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for
no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by the Issuer only when
this Subscription Agreement is signed by a duly authorized person by or on behalf of the Issuer; the Issuer may do so in counterpart
form.


 






     


     


    

 


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2.            Closing.
The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the
consummation of, the Transaction; provided that the Closing shall occur no earlier than immediately after the effective time of
Merger 1. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written
notice from (or on behalf of) the Issuer to the Investor (the “Closing Notice”), that the Issuer reasonably expects
all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days
from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to the Issuer, three (3) business
days prior to the closing date specified in the Closing Notice (the “Closing Date”), the Subscription Amount by wire
transfer of United States dollars in immediately available funds to the account(s) in an escrow bank specified by the Issuer in
the Closing Notice, to be held in escrow until the closing of Merger 2. The Investor shall also deliver to the Issuer any other information
that is reasonably requested in the Closing Notice in order for the Issuer to issue the Investor’s Shares, including, without limitation,
the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or
W-8, as applicable. As soon as practicable following, but not later than one (1) business day after the Closing Date, the Issuer
shall (1) issue a number of Shares to the Investor set forth on the signature page to this Subscription Agreement and subsequently
cause such Shares to be registered in book entry form in the name of the Investor on the Issuer’s register of members and (2) deliver
to the Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as the owner of the
Shares on and as of the Closing Date; provided, however, that the Issuer’s obligation to issue the Shares to the
Investor is contingent upon the Issuer having received the Subscription Amount in full accordance with this Section 2. If
the Closing does not occur within ten (10) business days following the Closing Date specified in the Closing Notice, unless otherwise
agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall promptly (but not later than one (1) business day thereafter)
return the Subscription Amount in full to the Investor. For purposes of this Subscription Agreement, “business day” shall
mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, Hong Kong or the Cayman Islands are authorized
or required by law to close.


 


3.            Closing
Conditions.


 


a.            The
obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject
to the satisfaction or valid waiver by SPAC and the Issuer, on the one hand, and the Investor on the other hand, of the condition that
all conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied (as determined by
the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are
to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation
of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived and the closing of the Transaction shall be
scheduled to occur concurrently with or on the same date as the Closing Date.


 


b.            The
obligation of the Issuer to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to
the satisfaction or valid waiver by the Issuer of the additional conditions that (i) all representations and warranties of the Investor
contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date, and consummation
of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained
in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required
to be performed by it at or prior to the Closing Date shall have been performed in all material respects.


 


c.            The
obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction
or valid waiver by the Investor of the additional conditions that (i) all representations and warranties of the Issuer and SPAC
contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties
that are qualified as to materiality, Issuer Material Adverse Effect or SPAC Material Adverse Effect (as defined herein), which
representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute
a reaffirmation by each of the Issuer and SPAC of each of their respective representations and warranties contained in this Subscription
Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Issuer required by the Subscription Agreement
to be performed by it at or prior to the Closing Date shall have been performed in all material respects.


 


4.            Further
Assurances. At or prior to the Closing Date, the parties hereto shall execute and deliver or cause to be executed and delivered such
additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate
the subscription as contemplated by this Subscription Agreement.


 


5.            Issuer
Representations and Warranties. The Issuer represents and warrants to the Investor that:


 


a.            The
Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Issuer
has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement.


 






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b.            As
of the Closing Date, subject to the receipt of the Subscription Amount in accordance with the terms of this Subscription Agreement and
registration on the Issuer’s register of members, the Shares will be duly authorized and, when issued and delivered to the Investor
against full payment therefor in accordance with the terms of this Subscription Agreement and registered on the Issuer’s register
of members, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject
to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as may be amended and/or
restated from time to time) in effect on the Closing Date or under the Companies Act (as revised) of the Cayman Islands.


 


c.            This
Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Subscription Agreement
constitutes the valid and binding agreement of SPAC and the Investor, this Subscription Agreement is enforceable against the Issuer in
accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity,
whether considered at law or equity.


 


d.            The
issuance and sale of the Shares and the compliance by the Issuer with all of the provisions of this Subscription Agreement and the consummation
of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Issuer pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer
is subject that would reasonably be expected to have a material adverse effect on the ability of the Issuer to timely comply in all material
respects with the terms of this Subscription Agreement (an “Issuer Material Adverse Effect”); (ii) result in
any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any statute or
any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
the Issuer or any of its properties that would reasonably be expected to have an Issuer Material Adverse Effect.


 


e.            Assuming
the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities
Act of 1933, as amended (the “Securities Act”) is required for the offer and sale of the Shares by the Issuer to the
Investor hereunder. The Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to
the Issuer’s knowledge are not being offered in a manner involving a public offering under, or in a distribution in violation of,
the Securities Act, or any state securities laws.


 


f.            The
Other Subscription Agreements reflect the same Per Share Purchase Price and other material terms and conditions (including the registration
rights) with respect to the purchase of the Shares that are no more favorable to such investor thereunder in any material respect than
the terms of this Subscription Agreement, other than terms particular to the regulatory requirements of such investor or its affiliates
or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the
related Shares. For the avoidance of doubt, this Section 5f shall not apply to the Forward Purchase Agreements (as defined
below) or any other document entered into in connection therewith.


 


6.            Investor
Representations and Warranties. The Investor represents and warrants to SPAC, the Issuer and the Placement Agents (defined below)
that:


 


a.            The
Investor, or each of the funds managed by or affiliated with the Investor for which the Investor is acting as nominee, as applicable,
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the
applicable requirements set forth on Schedule A, and accordingly, understands that the offering meets the exemptions from filing
under FINRA Rule 5123(b)(1)(C) or (J), (ii) is acquiring the Shares only for his, her or its own account and not for the
account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor
has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations
and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information
set forth on Schedule A). The Investor (i) is an “institutional account” as defined by FINRA Rule 4512(c),
(ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks
independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) exercised
independent judgment in evaluating the Investor’s participation in the purchase of the Shares, and (z) understands that the
offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer
exemption under FINRA Rule 2111(b). The information provided by the Investor on Schedule A is true and correct in all respects.


 






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b.            The
Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that
the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration
statement under the Securities Act except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to
another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in
accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
representing the Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares will
be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell,
transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for
an indefinite period of time. The Investor acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer,
pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The
Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any
offer, resale, transfer, pledge or disposition of any of the Shares.


 


c.            The
Investor acknowledges and agrees that the Investor is purchasing the Shares directly from the Issuer. The Investor further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of SPAC, the Issuer,
the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives
of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants
and agreements of the Issuer expressly set forth in Section 5 of this Subscription Agreement and those representations, warranties,
covenants and agreements of SPAC expressly set forth in Section 7 of this Subscription Agreement.


 


d.            The
Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended,
or any applicable similar law.


 


e.            The
Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an
investment decision with respect to the Shares, including, with respect to SPAC, the Issuer, the Company, the Transaction and the business
of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has
reviewed the respective filings of SPAC and the Issuer with the U.S. Securities and Exchange Commission (the “SEC”).
The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full access
to and opportunity to ask such questions, receive such answers and obtain such financial and other information and an opportunity to
review such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Shares.


 


f.            The
Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and the Placement Agents,
SPAC, the Issuer, the Company or a representative of the SPAC, Issuer or the Company, and the Shares were offered to the Investor
solely by direct contact between the Investor and the Placement Agents, SPAC, the Issuer, the Company or a representative of SPAC, the
Issuer or the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor,
by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general
advertising or, to its knowledge, general solicitation and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying
upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without
limitation, SPAC, the Issuer, the Company, the Placement Agents (as defined herein), any of their respective affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations
and warranties of the Issuer contained in Section 5 of this Subscription Agreement and of SPAC contained in Section 7
of this Subscription Agreement, in making its investment or decision to invest in the Issuer.


 






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g.            The
Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the Issuer’s and SPAC’s respective filings with the SEC. The Investor has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor
has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and
the Investor has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative
to its purchase of the Shares. The Investor will not look to the Placement Agents for all or part of any such loss or losses the Investor
may suffer, is able to sustain a complete loss on its investment in the Shares, has no need for liquidity with respect to its investment
in the Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale
or distribution of all or any part of the Shares.


 


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


 


i.            In
making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. Without
limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf
of any Placement Agent or any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing concerning the Issuer, the Company, the Transaction, the Transaction Agreement, this Subscription
Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.


 


j.            The
Investor acknowledges that (i) the Company, the SPAC and the Placement Agents currently may have, and later may come into possession
of, information regarding the Company and the SPAC that is not known to the Investor and that may be material to a decision to enter
into this transaction to purchase the Shares (“Excluded Information”), (ii) the Investor has determined to enter
into the this transaction to purchase the Shares notwithstanding its lack of knowledge of the Excluded Information, and (iii) neither
the Company, the SPAC nor the Placement Agents shall have liability to the Investor, and the Investor hereby to the extent permitted
by law waive and releases any claims it may have against the Company, the SPAC and the Placement Agents, with respect to the nondisclosure
of the Excluded Information.


 


k.            The
Investor acknowledges that certain information provided to the Investor was based on projections, and such projections were prepared
based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
The Investor acknowledges that such information and projections were prepared without the participation of the Placement Agents and that
the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information
or projections.


 


l.            The
Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with respect
to the Shares, (ii) have not made or make any representation, express or implied as to SPAC, the Issuer, the Company, the Company’s
credit quality, the Shares or the Investor’s purchase of the Shares, (iii) have not acted as the Investor’s financial
advisor or fiduciary in connection with the issue and purchase of Shares, and (iv)  may have existing or future business relationships
with SPAC, the Issuer and the Company (including, but not limited to, lending, depository, risk management, advisory and banking relationships)
and will pursue actions and take steps that it deems or they deem necessary or appropriate to protect its or their interests arising
therefrom without regard to the consequences for a holder of Shares, and that certain of these actions may have material and adverse
consequences for a holder of Shares.


 






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m.            The
Investor acknowledges that it has not relied on the Placement Agents in connection with its determination as to the legality of its acquisition
of the Shares or as to the other matters referred to herein and the Investor has not relied on any investigation that the Placement Agents,
any of their affiliates or any person acting on their behalf have conducted with respect to the Shares, SPAC or the Company. The Investor
further acknowledges that it has not relied on any information contained in any research reports prepared by the Placement Agents or
any of their respective affiliates.


 


n.            The
Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares
or made any findings or determination as to the fairness of this investment.


 


o.            The
Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of
its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this
Subscription Agreement.


 


p.            The
execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly
authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court
or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party
or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor
is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been
duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding obligation of SPAC
and the Issuer, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the
Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 


q.            The
Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the
President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC
sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named
on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government,
including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of
Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated
National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide
law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to
do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et
seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed
to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably
designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC
sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures
reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained,
directly or indirectly, from a Prohibited Investor.


 






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r.            Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by the Investor with the SEC with respect to the
beneficial ownership of SPAC’s ordinary shares prior to the date hereof, the Investor is not currently (and at all times through
Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acting for the purpose of acquiring, holding
or disposing of equity securities of SPAC (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


s.            No
foreign person (as defined in Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and
regulations issued and effective thereunder (together, the “DPA”)) in which the national or subnational governments
of a single foreign state have a “substantial interest” (as defined in the DPA) will acquire a “substantial interest”
(as defined in the DPA) in the Issuer as a result of the purchase of Shares by the Investor hereunder such that a filing before the Committee
on Foreign Investment in the United States would be required under the DPA, and no such foreign person will have “control”
(as defined in the DPA) over the Issuer from and after the Closing as a result of the purchase of Shares by the Investor hereunder.


 


t.            No
disclosure or offering document has been prepared by UBS Securities LLC (“UBS Securities”), China International Capital
Corporation Hong Kong Securities Limited (“CICC”), Citigroup Global Markets Inc. (“Citi”) and Credit
Suisse Securities (USA) LLC (“CS”) or any of their respective affiliates (collectively, the “Placement Agents”)
in connection with the offer and sale of the Shares.


 


u.            Neither
the Placement Agents, nor any of their respective affiliates nor any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing have made any independent investigation with respect to SPAC, the Issuer, the Company or its
subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied
to the Investor by SPAC, the Issuer or the Company.


 


v.            In
connection with the issue and purchase of the Shares, none of the Placement Agents has acted as the Investor’s financial advisor
or fiduciary.


 


w.            The
Investor has or has commitments to have and, when required to deliver payment to the Issuer pursuant to Section 2 above,
will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription
Agreement.


 


x.            The
Investor does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof, the Investor has not
entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or end of day
short sale positions with respect to the securities of SPAC.


 


y.            If
the Investor is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement
that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit
plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S.
plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions
under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code,
or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each,
a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, the
Investor represents and warrants that (i) neither the SPAC, the Issuer nor, to the Investor’s knowledge, any of the SPAC’s
or the Issuer’s respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or
has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties
shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer
the Subscribed Shares and (ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code.


 


z.            No
broker, finder or other financial consultant is acting on the Investor’s behalf in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability of the Issuer or SPAC for the payment of any fees, costs,
expenses or commissions.


 






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aa.         The
Investor acknowledges that (i) UBS Securities and CS will be acting as Placement Agents and also acted as underwriter to the SPAC
in connection with the SPAC’s initial public offering for which they will receive deferred underwriting commission contingent upon
the closing of the Transaction; (ii) UBS Securities is also acting as financial advisor to the SPAC in connection with the Transaction
for which it will receive compensation and (iii) Citi will be acting as Placement Agent and is also acting as financial advisor
to the Company in connection with the Transaction for which it will receive compensation.


 


7.            SPAC
Representations and Warranties. SPAC represents and warrants to the Investor that:


 


a.            SPAC
is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. SPAC has all power
(corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to
enter into, deliver and perform its obligations under this Subscription Agreement.


 


b.            This
Subscription Agreement has been duly authorized, executed and delivered by SPAC and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Issuer and the Investor, this Subscription Agreement is enforceable against the SPAC in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered
at law or equity.


 


c.            The
execution, delivery and performance of this Subscription Agreement (including compliance by SPAC with all of the provisions hereof) and
the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of SPAC pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which SPAC is a party or by which SPAC is bound or to which any of the property or assets of SPAC
is subject that would reasonably be expected to have a material adverse effect on the ability of SPAC to timely comply in all material
respects with the terms of this Subscription Agreement (a “SPAC Material Adverse Effect”); (ii) result in any
violation of the provisions of the organizational documents of SPAC; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over SPAC or any
of its properties that would reasonably be expected to have a SPAC Material Adverse Effect.


 


d.            As
of their respective filing dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other documents
filed by SPAC with the SEC prior to the date of this Subscription Agreement (the “SEC Documents”) complied in all
material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act, contained, when filed
or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that
are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that SPAC
makes no such representation or warranty with respect to the proxy statement of SPAC to be filed in connection with the approval of the
Transaction Agreement by the shareholders of SPAC or any other information relating to the Company or any of its affiliates included
in any SEC Document or filed as an exhibit thereto. To the knowledge of SPAC, there are no material outstanding or unresolved comments
in comment letters from the SEC staff with respect to any of the SEC Documents.


 


8.            Registration
Rights.


 


a.            In
the event that the Shares are not registered in connection with the consummation of the Transaction, the Issuer agrees that, within thirty
(30) calendar days after the Closing Date, it will file or cause to be filed, with the SEC (at the its sole cost and expense) a registration
statement registering the resale of the Shares (the “Registration Statement”), and it shall use its commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. In connection with the
foregoing, Investor shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual
restriction on the ability to transfer the Shares. The Issuer agrees to, except for such times as the Issuer is permitted hereunder to
suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to cause such Registration
Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain
effective until the earliest of (i) the second anniversary of the Closing, (ii) the date on which the Investor ceases to hold
any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all
of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 promulgated
under the Securities Act (“Rule 144”) without the public information, volume or manner of sale limitations of
such rule (such date, the “End Date”).


 






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b.            Prior
to the End Date, the Issuer will use commercially reasonable efforts to qualify the Shares for listing on the applicable stock exchange.
The Investor agrees to disclose its ownership to the Issuer upon request to assist it in making the determination with respect to Rule 144
described in clause (iii) above. The Issuer may amend the Registration Statement so as to convert the Registration Statement to
a Registration Statement on Form F-3 at such time after the Issuer becomes eligible to use such Form F-3. The Investor acknowledges
and agrees that the Issuer may suspend the use of any such registration statement if it determines that in order for such registration
statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would
at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act. The Issuer’s obligations
to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration
Statement are contingent upon the Investor furnishing in writing to the Issuer such information regarding the Investor, the securities
of the Issuer held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten
public offerings, as shall be reasonably requested by the Issuer to effect the registration of such Shares, and shall execute such documents
in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations.


 


c.            Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require the Investor not to sell under the Registration Statement or to suspend the effectiveness
thereof, if (x) the use of the Registration Statement would require the inclusion of financial statements that are unavailable for
reasons beyond the Issuer’s control, (y) the Issuer determines that in order for the Registration Statement to not contain
a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise
be required in a current, quarterly, or annual report under the Exchange Act, or if (z) such filing or use could materially affect
a bona fide business or financing transaction of the Issuer or its subsidiaries or would require additional disclosure by the Issuer
in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential (each
such circumstance, a “Suspension Event”). Upon receipt of any written notice from the Issuer of the happening of any
Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration
Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus)
not misleading, the Investor agrees that it will immediately discontinue offers and sales of the Subscribed Shares under the Registration
Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred
to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it
may resume such offers and sales; provided, for the avoidance of doubt, that the Issuer shall not include any material non-public
information in any such written notice. If so directed by the Issuer, the Investor will deliver to the Issuer or destroy all copies of
the prospectus covering the Subscribed Shares in the Investor’s possession.


 


d.            Indemnification


 


(i)            The
Issuer agrees to indemnify and hold harmless, to the extent permitted by law, the Investor, its directors, and officers, employees, and
agents, and each person who controls the Investor (within the meaning of the Securities Act or the Exchange Act) from and against any
and all out-of-pocket losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable and documented
attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, prospectus included in any Registration Statement
or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information furnished in writing to the Issuer by or on behalf of the Investor expressly for use therein.


 






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(ii)            The
Investor agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold
harmless the Issuer, its directors and officers and agents and each person who controls the Issuer (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable and documented attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any 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
or affidavit so furnished in writing by or on behalf of the Investor expressly for use therein. In no event shall the liability of the
Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased
pursuant to this Subscription Agreement giving rise to such indemnification obligation.


 


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


 


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


 


(v)            If
the indemnification provided under this Section 8d from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a
party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 8d from any person who was not guilty of such fraudulent misrepresentation. Any
contribution pursuant to this Section 8d by any seller of Shares shall be limited in amount to the amount of net proceeds
received by such seller from the sale of such Shares pursuant to the Registration Statement. Notwithstanding anything to the contrary
herein, in no event will any party be liable for consequential, special, exemplary or punitive damages in connection with this Subscription
Agreement.


 






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9.            Additional
Investor Agreement. The Investor agrees that, from the date of this Subscription Agreement, none of the Investor or any person or
entity acting on behalf of the Investor or pursuant to any understanding with the Investor will engage in any hedging or other transactions
or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or
combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation equity repurchase
agreements and securities lending arrangements, however, described or defined) designed or intended, or which could reasonably be expected
to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Investor or any other person) of any economic
consequences of ownership, in whole or in part, directly or indirectly, physically or synthetically, of any securities of the SPAC prior
to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of securities
of the SPAC, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing; provided that the
provisions of this Section 9 shall not apply to long sales (including sales of securities held by the Investor prior to the
date of this Subscription Agreement and securities purchased by the Investor in the open market after the date of this Subscription Agreement)
other than those effectuated through derivatives transactions and similar instruments.


 


10.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such
date and time as the Transaction Agreement is terminated in accordance with its terms without being consummated, (b) upon the mutual
written agreement of each of the parties hereto and the Company to terminate this Subscription Agreement, and (c) 30 days after
the Outside Date (as defined in the Transaction Agreement as in effect on the date hereof), if the Closing has not occurred by such date
other than as a result of a breach of the Investor’s obligations hereunder (the termination events described in clauses (a)–(c) above,
collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from any such willful breach. The Issuer shall notify the Investor in writing of the termination
of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription
Agreement shall be void and of no further effect and any monies paid by the Investor to the Issuer in connection herewith shall promptly
(and in any event within two (2) business days) following the Termination Event be returned to the Investor.


 


11.            Trust
Account Waiver. The Investor acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, asset
acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. The Investor further
acknowledges that, as described in SPAC’s prospectus relating to its initial public offering dated May 13, 2021 (the “Prospectus”)
available at www.sec.gov, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering
and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust
Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering. Except
with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligations and to
fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the
Prospectus. For and in consideration of SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby
acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have
in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of,
or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 11 shall be
deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record
or beneficial ownership of shares of SPAC currently outstanding on the date hereof, pursuant to a validly exercised redemption right
with respect to any such shares of SPAC, except to the extent that the Investor has otherwise agreed with SPAC to not exercise such redemption
right.


 


12.            Miscellaneous.


 


a.            Neither
this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Shares acquired hereunder, if any)
may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that (i) this
Subscription Agreement and any of the Investor’s rights and obligations hereunder may be assigned to any fund or account managed
by the same investment manager as the Investor or by a controlled affiliate (as defined in Rule 12b-2 of the Exchange Act) of such
investment manager without the prior consent of SPAC and the Issuer and (ii) the Investor’s rights under Section 8
may be assigned to an assignee or transferee of the Shares; provided further that prior to such assignment any such assignee
shall agree in writing to be bound by the terms hereof; provided, that no assignment pursuant to clause (i) of this Section 12
shall relieve the Investor of its obligations hereunder.


 






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b.            The
Issuer may request from the Investor such additional information as the Issuer may deem necessary to register the resale of the Shares
and evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably
be requested to the extent readily available; provided, that, the Issuer agrees to keep any such information provided by Investor confidential
except (i) as necessary to include in any registration statement the Issuer is required to file hereunder, (ii) as required
by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (iii) to the extent such disclosure
is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange
on which SPAC’s securities are listed or the Issuer’s securities will be listed for trading. The Investor acknowledges and
agrees that if it does not provide the Issuer with such requested information, the Issuer may not be able to register the Investor’s
Shares for resale pursuant to Section 8 hereof. The Investor acknowledges that SPAC and/or the Issuer may file a copy of
this Subscription Agreement (or a form of this Subscription Agreement) with the SEC as an exhibit to a periodic report or a registration
statement of SPAC and/or the Issuer.


 


c.            The
Investor acknowledges that SPAC, the Issuer, the Company, the Placement Agents and others will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the
Closing, the Investor agrees to promptly notify SPAC, the Issuer, the Company and the Placement Agents if any of the acknowledgments,
understandings, agreements, representations and warranties set forth in Section 6 above are no longer accurate in any material
respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which
case the Investor shall notify SPAC, the Issuer and the Placement Agents if they are no longer accurate in any respect). The Investor
acknowledges and agrees that each purchase by the Investor of Shares from the Issuer will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of
such purchase.


 


d.            Each
of the Issuer and the Investor acknowledges and agrees that (i) this Subscription Agreement is being entered into in order to induce
the Company to execute and deliver the Transaction Agreement and without the ability to rely on the representations, warranties, covenants
and agreements of the Issuer and the Investor hereunder after the Closing, the Company would not enter into the Transaction Agreement
and (ii) each representation, warranty, covenant and agreement of the Issuer and the Investor hereunder is being made also for the
benefit of the Company after the Closing.


 


e.            SPAC,
the Issuer, the Company and the Placement Agents are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized
to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 12e
shall not give the Placement Agents any rights other than those expressly set forth herein.


 


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


 


g.            This
Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 10 above) except
by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by
the Issuer of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company (other
than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other
material term of this Subscription Agreement). No failure or delay of either party in exercising any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have hereunder.


 






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h.            This
Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth
in Section 8d, Section 10, Section 12c, Section 12d, Section 12e, Section 12g,
this Section 12h, Section 13 and the last sentence of Section 12l, with respect to the persons specifically
referenced therein, and Section 6 with respect to the Placement Agents, this Subscription Agreement shall not confer any
rights or remedies upon any person other than the parties hereto, and their respective successors and assigns, and the parties hereto
acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement with right of enforcement for
the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions; provided, that,
notwithstanding anything to the contrary contained in this Subscription Agreement, the Company is an intended third party beneficiary
of each of the provisions of this Subscription Agreement and the Placement Agents are intended third party beneficiaries of each of the
provisions of Section 6 of this Subscription Agreement and may rely on such provisions.


 


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


 


j.            If
any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and shall continue in full force and effect.


 


k.            This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 


l.            The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking
and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge
and agree that the Company shall be entitled to specifically enforce the Investor’s obligations to fund the Subscription Amount
and the provisions of the Subscription Agreement of which the Company is an express third party beneficiary, in each case, on the terms
and subject to the conditions set forth herein.


 


m.            If
any change in the number, type or classes of authorized shares of the Issuer (including the Shares), other than as contemplated by the
Transaction Agreement or any agreement contemplated by the Transaction Agreement, shall occur between the date hereof and immediately
prior to the Closing by reason of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange
or readjustment of shares, or any stock dividend, the number of Shares issued to the Investor shall be appropriately adjusted to reflect
such change.


 


n.            This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit,
litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before
any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.


 






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o.            Each
party hereto hereby, and any person asserting rights as a third party beneficiary may do so only if he, she or it, irrevocably agrees
that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection
with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document
or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive
jurisdiction of the state or federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction
of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to
the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an
inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 12o is pending before
a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim,
cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting
rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute,
that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action,
suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune
from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit
or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 12o following the
expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING
RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY
JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY
TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE
A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE,
NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A
SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


p.            Any
notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such
address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when
so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three
(3) business days after the date of mailing to the address below or to such other address or addresses as the Investor may hereafter
designate by notice to SPAC and the Issuer.


 


13.            Non-Reliance
and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or
warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the
statements, representations and warranties of the Issuer expressly contained in Section 5 of this Subscription Agreement
and those statements, representations and warranties of SPAC expressly contained in Section 7, in making its investment or
decision to invest in the Issuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription
Agreement or any other subscription agreement related to the private placement of the Shares (including the investor’s respective
affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the
Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives
of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate (other than the Issuer
and SPAC with respect to the previous sentence), shall have any liability (including in contract, tort, under federal or state securities
laws or otherwise) to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement
or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or its subject
matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter
taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort,
contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged
to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions
with respect to any information or materials of any kind furnished by SPAC, the Issuer, the Company, the Placement Agents or any Non-Party
Affiliate concerning SPAC, the Issuer, the Company, the Placement Agents, any of their respective controlled affiliates, this Subscription
Agreement or the transactions contemplated hereby. On behalf of the Investor and its affiliates, the Investor releases the Placement
Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements
related to the transaction contemplated hereby. The Investor agrees not to commence any litigation or bring any claim against the Placement
Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the transactions contemplated hereby.
The undertakings set forth in this paragraph is given freely and after obtaining independent legal advice. For purposes of this Subscription
Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member,
manager, direct or indirect equityholder or affiliate of SPAC, the Issuer, the Company, any Placement Agent or any of SPAC’s, the
Issuer’s the Company’s or any Placement Agent’s controlled affiliates or any family member of the foregoing.


 






     14


     


    

 


Confidential


 


14.            Disclosure.
SPAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any
other material, nonpublic information that SPAC and/or the Issuer has provided to the Investor at any time prior to the filing of the
Disclosure Document. Upon the issuance of the Disclosure Document, to the knowledge of SPAC, the Investor shall not be in possession
of any material, non-public information received from SPAC or any of its officers, directors, or employees or agents, and the Investor
shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with SPAC,
the Issuer or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding
anything in this Subscription Agreement to the contrary, SPAC shall not publicly disclose the name of the Investor or any of its affiliates
or advisers, or include the name of the Investor or any of its affiliates or advisers in any press release or in any filing with the
SEC or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the
federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii) to the extent such disclosure is
required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange
on which SPAC’s securities are listed for trading or (iii) to the extent such announcements or other communications contain
only information previously disclosed in a public statement, press release or other communication previously approved in accordance with
this Section 14.


 


15.            Allocation.
Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall have the right, with the prior written consent
of SPAC, to, by written notice to the Investor at least three (3) business days before Closing, reduce the number of Subscribed
Shares to be issued to the Investor pursuant to this Subscription Agreement, upon which the Subscription Amount shall be reduced proportionally
based on the Per Share Purchase Price. For the avoidance of doubt, this Section 15 shall not apply to the Shares to
be issued under certain Other Subscription Agreements with certain investors who made forward purchase commitments pursuant to the respective
forward purchase agreements dated as of March 1, 2021 (as may be amended, restated and/or supplemented from time to time, each a
 “Forward Purchase Agreements”) by and among such relevant investor, the SPAC and the other party thereto.


 


SIGNATURE PAGES FOLLOW


 






     15


     


    

 


Confidential


 


IN
WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first written above.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	INVESTOR	 	 



 


	By:	 	 	 






	Name:	 	 	 






	Title:	 	 	 



 


	Name in which Shares are to be registered
    (if different): 
	 
	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:



 


	Attn:	 	 	Attn:	 



 


	Telephone No.:	 	Telephone No.:
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00


 


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


 


Signature Page to
Subscription Agreement


 






     


     


    

 


Confidential


 


IN WITNESS WHEREOF, SPAC
has accepted this Subscription Agreement as of the date first written above.


 


	 	ARTISAN ACQUISITION CORP.



 


 


	 	By:	 






	 	Name:	 






	 	Title:	 



 


Signature Page to Subscription
Agreement



 






     


     


    

 


Confidential


 


IN WITNESS WHEREOF, the Issuer
has accepted this Subscription Agreement as of the date first written above.


 


	 	Prenetics Global Limited



 


 


	 	By:	 






	 	Name:	 






	 	Title:	 



 






Signature Page to Subscription Agreement


 






     


     


    

 


SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS
OF THE INVESTOR


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS





	 	(Please check the applicable subparagraphs):


 


		 ̈
                                            We are a “qualified institutional buyer” (as defined in Rule 144A
                                            under the Securities Act (a “QIB”)).



 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS





	 	(Please check the applicable subparagraphs):


 


	 	 ̈ We are an “accredited investor” (within
    the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors
    within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following
    page indicating the provision under which we qualify as an “accredited investor.”


 


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


 


 ̈  Any
bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;


 


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


 


 ̈  Any
employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


 ̈  Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


 ̈  Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person;


 


 ̈  Any
entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess
of $5,000,000; or


 


 ̈  Any
entity in which all of the equity owners are “accredited investors” under Rule 501(a) under the Securities Act
meeting one or more of the above tests.


 


This page should
be completed by the Investor and constitutes a part of the Subscription Agreement.