Exhibit 10.2


 


STOCKHOLDER SUPPORT AGREEMENT 


 


This Stockholder Support Agreement
(this “Agreement”) is dated as of September 13, 2021, by and among Motive Capital Corp, a Cayman Islands
exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”),
the Persons set forth on Schedule I hereto (each, a “Supporting Stockholder” and, collectively, the “Supporting
Stockholders”), and Forge Global, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date hereof,
the Supporting Stockholders are the sole holders of record and the sole “beneficial owners” (within the meaning of Rule 13d-3
under the Exchange Act) of such number of shares of such classes or series of Company Capital Stock as are indicated opposite their respective
names on Schedule I attached hereto (all such shares of Company Capital Stock, together with any shares of Company Capital Stock
of which ownership of record or beneficial ownership or the power to vote (including, without limitation, by proxy or power of attorney)
is hereafter acquired by any such Supporting Stockholder during the period from the date hereof through the Closing Date are referred
to herein as the “Subject Shares”);


 


WHEREAS,
concurrently with the execution and delivery of this Agreement, Acquiror, FGI Merger Sub, Inc., a Delaware corporation and
a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and the Company have entered into an Agreement and Plan
of Merger (as amended and/or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant
to which, among other transactions, Acquiror will domesticate as a Delaware corporation, and Merger Sub will merge with and into the Company,
with the Company continuing on as the surviving entity and a wholly-owned subsidiary of Acquiror on the terms and conditions set forth
therein (the “Merger”); and


 


WHEREAS, as a condition to Acquiror’s
and the Company’s willingness to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


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


 


ARTICLE I

stockholder SUPPORT AGREEMENT; COVENANTS


 


Section 1.1         Binding
Effect of Merger Agreement. Each Supporting Stockholder hereby acknowledges that it has read the Merger Agreement and this Agreement
and has had the opportunity to consult with its tax and legal advisors with respect hereto and thereto prior to executing this Agreement.


 






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Section 1.2        No
Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time, and (b) such
date and time as the Merger Agreement shall be terminated in accordance with its terms (the earlier of clauses (a) and (b), the
 “Expiration Time”), each Supporting Stockholder shall not (i) sell, assign, transfer (including by operation
of Law), offer to sell, contract or agree to sell, hypothecate, pledge, place a lien on grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other
than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares; (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares
(clauses (i) and (ii) collectively, a “Transfer”); or (iii) publicly announce any intention to effect
any Transfer; provided, however, that the foregoing shall not prohibit Transfers between a Supporting Stockholder and any
Affiliate of such Supporting Stockholder (which Transfer shall constitute all of such Supporting Stockholder’s Subject Shares if
such Transfer occurs prior to the date that the Registration Statement is declared effective), so long as, prior to and as a condition
to the effectiveness of any such Transfer, such Affiliate executes and delivers to Acquiror a joinder to this Agreement in the form attached
hereto as Annex A.


 


Section 1.3        New
Shares. If (a) any shares of Company Capital Stock are issued to a Supporting Stockholder after the date of this Agreement pursuant
to any stock dividend, stock split, recapitalization, reclassification, combination, or exchange of Subject Shares or otherwise, (b) a
Supporting Stockholder purchases, is granted, or otherwise acquires record and/or beneficial ownership of any shares of Company Capital
Stock after the date of this Agreement, or (c) a Supporting Stockholder acquires the right to vote or share in the voting (including,
without limitation, by proxy or power of attorney) of any shares of Company Capital Stock after the date of this Agreement (collectively,
 “New Securities”), then such New Securities shall constitute Subject Shares and shall be subject to the terms of this
Agreement to the same extent as if they constituted the Subject Shares owned or controlled by such Supporting Stockholder as of the date
hereof.


 


Section 1.4         Supporting
Stockholder Agreements. Each Supporting Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders
of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company
distributed by the Board of Directors of the Company or otherwise undertaken in connection with or as contemplated by the Merger Agreement
or the transactions contemplated thereby, including in the form attached hereto as Exhibit A (which written consent shall
be delivered as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered
or otherwise made available to stockholders, and in any event within five days after the Registration Statement is declared effective),
such Supporting Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject
Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter) to be counted as present
thereat for purposes of establishing a quorum, and such Supporting Stockholder shall vote all or provide consent with respect to (or
cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to
vote on or provide consent with respect to such matter):


 


(a)        in
favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger;


 






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(b)         in
favor of any proposal to adjourn a meeting of the stockholders of the Company at which there is a proposal to adopt and approve the Merger
Agreement if there are not sufficient votes to adopt the proposals described in clause (a) above or if there are not sufficient shares
of Company Capital Stock present in person or represented by proxy to constitute a quorum;


 


(c)         in
any other circumstances upon which a consent, waiver or other approval may be required under the Company’s Charter, the Company’s
Amended and Restated Bylaws, or other Governing Documents, or under any agreements between the Company and its stockholders with respect
to the Merger Agreement and the Ancillary Agreements, including the Merger and the other transactions contemplated thereby;


 


(d)        against,
and withhold consent with respect to, any proposal, offer, or submission with respect to a Company Business Combination described in
Section 8.6 (No Solicitation) of the Merger Agreement (a “Company Competing Transaction”) or the adoption of
any agreement to enter into a Company Competing Transaction;


 


(e)         against,
and withhold consent with respect to, any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement, the Merger and the other
transactions contemplated thereby); and


 


(f)         against,
and withhold consent with respect to, any proposal, action or agreement that, to the knowledge of such Supporting Stockholder, would impede,
frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the transactions contemplated thereby, including
the Merger.


 


Each Supporting Stockholder
hereby agrees that it shall not enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting instructions
or express consent or dissent in writing in any manner inconsistent with the foregoing (an “Inconsistent Agreement”).


 


Section 1.5         Affiliate
Agreements. Each Supporting Stockholder, severally and not jointly, hereby agrees and consents to the termination of all Affiliate
Agreements set forth on Section 6.4 of the Company Disclosure Letter to which such Supporting Stockholder is party, effective as
of the Effective Time without any further liability or obligation to the Company, the Company’s Subsidiaries or Acquiror.


 


Section 1.6         Registration
Rights Agreement. Each Supporting Stockholder set forth on Schedule II agrees that it will deliver, substantially simultaneously
with (and in any case, no later than immediately prior to) the Effective Time, a duly executed copy of the Registration Rights Agreement
substantially in the form attached as Exhibit C to the Merger Agreement.


 






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Section 1.7         Irrevocable
Stock Election. Reserved.


 


Section 1.8          Further
Assurances. Each Supporting Stockholder shall take, or cause to be taken, all such further actions and do, or cause to be done, all
things, including, but not limited to, execution of all such proper agreements, deeds, assignments, assurances and other instruments,
reasonably necessary (including under applicable Laws) to effect the actions required to consummate the Merger and the other transactions
contemplated by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein and
herein, as applicable.


 


Section 1.9          No
Inconsistent Agreement. Each Supporting Stockholder hereby represents and covenants that such Supporting Stockholder has not entered
into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Supporting Stockholder’s
obligations hereunder or any other Inconsistent Agreement.


 


Section 1.10       No
Challenges. Each Supporting Stockholder agrees not to, and shall direct its Representatives not to, bring, commence, institute, maintain,
voluntarily aid, join in, facilitate, assist or encourage, and agrees to take all actions necessary to, and to direct its Representatives
to, opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub, the Company
or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any
provision of this Agreement; or (b) alleging a breach of any fiduciary duty of any Person (or that such Person may be alleged to
have, including to the Company or any other holder of Subject Shares) in connection with the evaluation, negotiation or entry into the
Merger Agreement or this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Supporting Stockholder
from enforcing such Supporting Stockholder’s rights under this Agreement and the other agreements entered into by such Supporting
Stockholder in connection herewith, including such Supporting Stockholder’s right to receive such Supporting Stockholder’s
portion of the Merger Consideration as provided in the Merger Agreement, in each case, to the extent such rights are permitted to be
enforced by such persons in such agreements.


 






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Section 1.11       Consent
to Disclosure. To the extent required by law or regulation, each Supporting Stockholder hereby consents to the publication and disclosure
in the Proxy Statement/Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC
or any other securities authorities, any other documents or communications provided by Acquiror or the Company to any Governmental Authority
or to securityholders of Acquiror) of such Supporting Stockholder’s identity and beneficial ownership of Subject Shares and the
nature of such Supporting Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and,
if deemed appropriate by Acquiror or the Company, a copy of this Agreement. Each Supporting Stockholder will promptly provide any information
reasonably requested by Acquiror or the Company to the extent required by law or regulation, or to the extent required or requested by
the SEC or any other securities authority or any Governmental Authority for any regulatory application or filing made or approval sought
in connection with the transactions contemplated by the Merger Agreement (including filings with the SEC), subject to confidentiality
obligations that may be applicable to information furnished to the Company or any of the Company’s Subsidiaries by third parties
that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information that
is subject to attorney-client privilege (provided, that to the extent reasonably possible, the parties shall cooperate in good faith
to permit disclosure of such information in a manner that preserves such privilege or compliance with such confidentiality obligation),
to the extent permitted by applicable Law. Prior to any disclosure pursuant to this Section 1.11 or any disclosure that includes
any information on any Supporting Stockholder under or regarding any documents needed to effect the Transaction Proposals (including
any Subscription Agreement to which such Supporting Stockholder is a party), each of the Acquiror and the Company agrees to provide,
to the extent reasonably practicable, the applicable Supporting Stockholder a reasonable opportunity to review such disclosure and consider
in good faith any comments provided by such Supporting Stockholder. For the avoidance of doubt, except as otherwise permitted by this
Section 1.11, neither the Acquiror nor the Company will make any public announcement or issue any public communication that includes
any information on any Supporting Stockholder, including its identity, beneficial ownership of Subject Shares and any agreements, commitments,
arrangements and understandings it has with the Acquiror or the Company (including any Subscription Agreement to which such Supporting
Stockholder is a party), without the prior written consent of the applicable Supporting Stockholder.


 


Section 1.12       No
Agreement as Director or Officer. Notwithstanding anything to the contrary herein, each Supporting Stockholder is entering into this
Agreement solely in the Supporting Stockholder’s capacity as record and/or beneficial owner of Subject Shares and nothing herein
is intended to or shall limit or affect any actions taken by any employee, officer, director (or person performing similar functions),
partner or other affiliate (including, for this purpose, any appointee or representative of the Supporting Stockholder to the Board of
Directors of the Company) of the Supporting Stockholder, solely in his or her capacity as a director or officer of the Company (or a Subsidiary
of the Company) or other fiduciary capacity for the Supporting Stockholders.


 


Section 1.13       Standstill.
From the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms,
each Supporting Stockholder agrees not to engage in any transaction involving any securities of Acquiror, without Acquiror’s prior
written consent.


 






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Section 1.14       Public
Announcements. No Supporting Stockholder will make any public announcement or issue any public communication regarding this Agreement,
the Merger Agreement, the transactions contemplated hereby or thereby or any matter related to the foregoing, without the prior written
consent of the Acquiror and the Company, except: (a) if such announcement or other communication is required by applicable Law or
the rules of any stock exchange, in which case the disclosing Supporting Stockholder shall, to the extent permitted by applicable
Law, first allow the Acquiror and the Company to review such announcement or communication and have the opportunity to comment thereon,
and such disclosing Supporting Stockholder shall consider such comments in good faith; (b) 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 1.14; and (c) announcements and communications to
Governmental Authorities in connection with registrations, declarations and filings required to be made as a result of the Merger Agreement.
Notwithstanding the foregoing, nothing contained in this Agreement shall prevent any Supporting Stockholder and/or its Affiliates (excluding
the Company and its Subsidiaries) from disclosing customary or any other reasonable information concerning the Merger Agreement, this
Agreement or the transactions contemplated hereby or thereby to their investors and prospective investors, in each case, on a confidential
basis, in connection with their and their Affiliates’ fund raising, marketing, informational or reporting activities.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1         Representations
and Warranties of the Supporting Stockholders. Each Supporting Stockholder represents and warrants as of the date hereof to Acquiror
and the Company (severally and not jointly, and solely with respect to itself, himself or herself and not with respect to any other Supporting
Stockholder) as follows:


 


(a)         Organization;
Due Authorization. If such Supporting Stockholder is not an individual, it is duly organized, validly existing and in good standing
under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby are within such Supporting Stockholder’s corporate,
limited liability company or organizational powers and have been duly and validly authorized by all necessary corporate, limited liability
company or organizational actions on the part of such Supporting Stockholder. If such Supporting Stockholder is an individual, such Supporting
Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder
and such execution, delivery and performance have been duly and validly authorized by all necessary spousal or community property (as
applicable) action. This Agreement has been duly executed and delivered by such Supporting Stockholder and, assuming due authorization,
execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such
Supporting Stockholder, enforceable against such Supporting Stockholder in accordance with the terms hereof (except as enforceability
may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary
capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Supporting
Stockholder.


 






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(b)        Ownership;
Voting Power. Such Supporting Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good and
marketable title to, all of such Supporting Stockholder’s Subject Shares, and there exist no Liens or any other limitation or restriction
(including any restriction on title to, or the right to vote, transfer, sell or otherwise dispose of such Subject Shares (other than transfer
restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the
Company’s Governing Documents, (iii) the Merger Agreement, (iv) any applicable securities Laws or (v) the Amended
and Restated Voting Agreement dated April 8, 2021 among the Company and the other parties thereto (the “Voting Agreement”),
which agreement will terminate automatically upon the Effective Time. Such Supporting Stockholder’s Subject Shares are the only
equity securities in the Company owned of record or beneficially by such Supporting Stockholder on the date of this Agreement, and none
of such Supporting Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement
or arrangement with respect to the voting of such Subject Shares other than as set forth in the Voting Agreement. Other than as set forth
opposite such Supporting Stockholder’s name on Schedule I, such Supporting Stockholder does not hold or own any rights
to acquire (directly or indirectly) any equity securities of the Company or any equity securities convertible into, or which can be exchanged
for, equity securities of the Company. Such Supporting Stockholder has, as of the date hereof and, except pursuant to a permitted transfer
pursuant to Section 1.2 hereof, will have until the termination of this Agreement, sole and full voting power and full power to agree
to all of the matters set forth in this Agreement, in each case with respect to all such Supporting Stockholder’s Subject Shares
currently owned or hereinafter acquired.


 


(c)        No
Conflicts. The execution and delivery of this Agreement by such Supporting Stockholder does not, and the performance by such Supporting
Stockholder of his, her or its obligations hereunder will not, (i) if such Supporting Stockholder is not an individual, conflict
with or result in a violation of the Governing Documents of such Supporting Stockholder or (ii) require any consent, approval, authorization,
permit, filing or notification that has not been given or other action that has not been taken by any Person (including under any Contract
binding upon such Supporting Stockholder or such Supporting Stockholder’s Subject Shares), (iii) result (or, with the giving
of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on the Subject Shares, other than
any Permitted Lien, or (iv) violate any Law applicable to the Supporting Stockholder or by which any of the Supporting Stockholder’s
Subject Shares are bound, except, in the case of each of clauses (iii) and (iv), as would not reasonably be expected to materially
impair the Supporting Stockholder’s ability to perform its, his or her, obligations hereunder, or prevent, enjoin or materially
delay the performance by such Supporting Stockholder of its, his or her obligations under this Agreement.


 


(d)        Litigation.
There are no Legal Proceedings pending against such Supporting Stockholder, or to the knowledge of such Supporting Stockholder threatened
against such Supporting Stockholder, before (or, in the case of threatened Legal Proceedings, that would be before) any arbitrator or
any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Supporting
Stockholder of its, his or her obligations under this Agreement.


 


(e)        Adequate
Information. Such Supporting Stockholder is a sophisticated investor and has adequate information concerning the business and financial
condition of Acquiror and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the
Merger Agreement and has independently and without reliance upon Acquiror or the Company or any affiliate thereof, and based on such
information as such Supporting Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such
Supporting Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether
express or implied, of any kind or character except as expressly set forth in this Agreement. Such Supporting Stockholder acknowledges
that the agreements contained herein with respect to the Subject Shares held by such Supporting Stockholder are irrevocable.


 






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(f)         Brokerage
Fees. Except as set forth on ‎Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other
Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the
Merger Agreement based upon arrangements made by such Supporting Stockholder, for which the Company or any of its Affiliates may become
liable.


 


(g)       Acknowledgment.
Such Supporting Stockholder understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement in
reliance upon such Supporting Stockholder’s execution, delivery and performance of this Agreement.


 


Section 2.2         No
Other Representations or Warranties. Except for the representations and warranties made by each Supporting Stockholder in this Agreement,
no Supporting Stockholder nor any other Person makes any other express or implied representation or warranty to Acquiror in connection
with this Agreement or the transactions contemplated by this Agreement, and each Supporting Stockholder expressly disclaims any such other
representations or warranties.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1        Termination.
This Agreement shall automatically terminate, without any notice or other action by any party, and be void ab initio upon the
earlier of (a) the termination of the Merger Agreement pursuant to Article X thereof and (b) the written agreement
of Acquiror, the Company and each Supporting Stockholder. Upon such termination of this Agreement, all obligations of the parties under
this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof
or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights
against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however,
that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement
prior to such termination. This ARTICLE III shall survive the termination of this Agreement.


 


Section 3.2        Incorporation
by Reference. Sections 1.2 (Construction), 11.2 (Waiver), 11.4 (Assignment), 11.6 (Expenses), 11.7 (Governing Law), 11.8 (Headings;
Counterparts), 11.10 (Entire Agreement), 11.11 (Amendments), 11.13 (Severability), 11.14 (Jurisdiction; Waiver of Jury Trial) and Section 11.18
(Conflicts and Privilege) of the Merger Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.


 


Section 3.3        Specific
Performance. The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and
provisions of this Agreement, this being in addition to any other remedy to which any party is entitled at law or in equity. In the event
that any Legal Proceeding shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party
hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or
posting of any bond in connection therewith.


 






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Section 3.4         Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when
delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return
receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when
delivered by email (in each case in this clause (d), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office
notification), addressed as follows:


 


If
to Acquiror:


 


Motive Capital Corp. 


7 World Trade Center 


250 Greenwich St., FL 47 


New York, NY 10006 


Attention:    Blythe Masters 


Email:    info@motivecapitalcorp.com


 


with copies to (which shall not constitute notice): 


 


Gibson, Dunn & Crutcher LLP 


200 Park Ave, New York, NY 10166 


New York, New York 10166 


Attention:      Shukie
Grossman 


Evan D’Amico 


Email:              sgrossman@gibsondunn.com 


edamico@gibsondunn.com


 


If
to the Company:


 


Forge Global, Inc. 


415 Mission Street, Suite 5500 


San Francisco, CA, 94105 


Attention:    Norbert Ngethe, General Counsel 


Email:           norbert@forgeglobal.com


 


with a copy to each of (which will not constitute notice):


 


Goodwin Procter LLP 


601 Marshall Street 


Redwood City, CA 94063 


Attention:          Dan
Espinoza 


Email:                despinoza@goodwinlaw.com


 


If
to a Supporting Stockholder: To such Supporting Stockholder’s mailing or email address set forth in Schedule I.


 


Section 3.5        Several
Liability. The liability of any Supporting Stockholder hereunder is several (and not joint). Notwithstanding any other provision of
this Agreement, in no event will any Supporting Stockholder be liable for any other Supporting Stockholder’s breach of such other
Supporting Stockholder’s representations, warranties, covenants, or agreements contained in this Agreement.


 


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IN WITNESS WHEREOF, the Supporting
Stockholders, Acquiror, and the Company have each caused this Stockholder Support Agreement to be duly executed as of the date first written
above.


 


	 	SUPPORTING STOCKHOLDERS: 
	 	 
	 	Asiff Hirji
	 	 
	 	By:	/s/ Asiff Hirji




 


	 	Deutsche Börse AG


 


	 	By:	/s/ Thomas Book
	 	 	Name: Thomas Book
	 	 	Title: Member of the Executive Board


 


	 	By:	/s/ Gregor Pottmeyer
	 	 	Name: Gregor Pottmeyer
	 	 	Title: Member of the Executive Board


 


	 	FTP Equidate, LLC


 


	 	
    By: FTP Management Company, LP

    Its: Manager



 


	 	By:	/s/ Steve McLaughlin
	 	 	Name: Steve McLaughlin
	 	 	Title: Authorized Signatory


 


	 	FTP Credit Holdings LLC


 


	 	By:	/s/ Steve McLaughlin
	 	 	Name: Steve McLaughlin
	 	 	Title: Authorized Signatory


 


	 	Hirjii-Wigglesworth 2021 Grantor Retained Annuity Trust


 


	 	By:	/s/ Asiff Hirji
	 	 	Name: Asiff Hirji
	 	 	Title: Trustee


 


	 	Hirji-Wigglesworth Partners, LP
	 	 
	 	By: 	/s/ Asiff S. Hirji
	 	 	Name: Asiff S. Hirji
	 	 	Title: Partner
	 	 
	 	Jose Cobos
	 	 
	 	By: 	/s/ Jose Cobos
	 	 
	 	 
	 	Kelly Rodriques
	 	 
	 	By: 	/s/ Kelly Rodriques
	 	 
	 	 
	 	Mark Lee
	 	 
	 	By: 	/s/ Mark Lee



 


[Signature Page to
Stockholder Support Agreement] 


 






     


     


    

 


	 	Norbert Ngethe
	 	 
	 	By:	/s/ Norbert Ngethe
	 	 	 
	 	Operative Capital LLC
	 	 
	 	By:	/s/ Andrew Sievers
	 	 	Name: Andrew Sievers
	 	 	Title: General Partner
	 	 	 
	 	Operative Capital LP
	 	 
	 	By:	Operative Capital GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Andrew Sievers
	 	 	Name: Andrew Sievers
	 	 	Title: Managing Director
	 	 	 
	 	Operative Capital SPV I, LLC
	 	 
	 	By:	Operative Capital GP, LLP
	 	Its:	Manager
	 	 	 
	 	By:	/s/ Kelly Rodriques
	 	 	Name: Kelly Rodriques
	 	 	Title: Manager
	 	 	 
	 	Ossa Investments PTE. LTD.
	 	 
	 	By:	/s/ Connie Chan
	 	 	Name: Connie Chan
	 	 	Title: Authorized Signatory
	 	 	 
	 	Panorama Equidate Co-Investment, LLC
	 	 
	 	By:	/s/ Stephen J. George
	 	 	Name: Stephen J. George
	 	 	Title: Manager
	 	 	 
	 	Panorama Growth Partners II, LP
	 	By:	Panorama Point Partners GP II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Stephen J. George
	 	 	Name: Stephen J. George
	 	 	Title: Manager
	 	 	 
	 	Samvit Ramadurgam
	 	 
	 	By:	/s/ Samvit Ramadurgam
	 	 	 
	 	Gil Silberman
	 	 
	 	By:	/s/ Gil Silberman
	 	 	 
	 	Stephen J. George
	 	 
	 	By:	/s/ Stephen J. George
	 	 
	 	Sohail Prasad
	 	 
	 	By:	/s/ Sohail Prasad



 


[Signature Page to
Stockholder Support Agreement] 


 






    


     


    


 


	 	Acquiror:
	 	 
	 	Motive Capital Corp 
	 	 
	 	By:	/s/ Blythe Masters
	 	 	Name:	Blythe Masters
	 	 	Title:	Chief Executive Officer



 


[Signature Page to
Stockholder Support Agreement]


 






    


     


    

 


	 	COMPANY:
	 	 
	 	Forge Global, Inc.
	 	 
	 	By:	/s/ Kelly Rodriques
	 	 	Name:	Kelly Rodriques
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Stockholder Support Agreement]


 






    


     


    

 


Exhibit A


 


Form of Action by Written Consent of the
Stockholders of the Company


 


[Exhibit A to Stockholder Support Agreement]


 






    


     


    

 


Annex A


 


Form of Joinder Agreement


 


This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with
the Stockholder Support Agreement, dated as of September 13, 2021 (as amended, supplemented or otherwise modified from time to time, the
 “Support Agreement”), by and among Motive Capital Corp., a Cayman Islands exempted company limited by shares (which
shall migrate to and domesticate as a Delaware corporation prior to the Closing), Forge Global, Inc., a Delaware corporation, and the Supporting
Stockholders set forth on Schedule I thereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed
to them in the Support Agreement.


 


The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Supporting
Stockholder” under, the Support Agreement as of the date hereof and shall have all of the rights and obligations of a Supporting
Stockholder as if it had executed the Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound
by, all of the terms, provisions and conditions contained in the Support Agreement.


 


IN WITNESS WHEREOF, the undersigned has duly executed
this Joinder Agreement as of the date written below.


 


Date:
[●], 2021




 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	with copies to:
	 	 
	 	 



 


[Annex A to Stockholder Support Agreement]