Exhibit 10.5


 




EXECUTION VERSION


 





 



 


STRATEGIC SUPPORT AGREEMENT


 


Between


 


MIH VENTURES B.V.


 


and


 


CHURCHILL CAPITAL CORP II


 


Dated as of October 12, 2020


 





 



 






     


     


    

 


	TABLE
    OF CONTENTS	 
	 	 	 
	Page
	 	 	 
	ARTICLE I
    Definitions	2
	 	 
	SECTION 1.01. 	Definitions	2
	SECTION 1.02. 	Index of Defined Terms	3
	SECTION 1.03. 	Other Definitional and Interpretive Provisions	4
	 	 	 
	ARTICLE II
    Services	4
	 	 
	SECTION 2.01.	 Services	4
	SECTION 2.02. 	Force Majeure	6
	SECTION 2.03. 	Limitations	6
	SECTION 2.04.	 Cooperation; Further Actions	6
	SECTION 2.05. 	Advisory Capacity	7
	 	 	 
	ARTICLE III
    Confidentiality	7
	 	 
	SECTION 3.01. 	Confidentiality	7
	SECTION 3.02. 	No Rights to Confidential Information	9
	 	 	 
	ARTICLE IV
    Representatives; Dispute Resolution	9
	 	 
	SECTION 4.01.	 Representatives	9
	SECTION 4.02.	 Dispute Resolution	9
	 	 	 
	ARTICLE V
    Indemnification; Limitation of Liability	10
	 	 
	SECTION 5.01.	 Indemnification	10
	SECTION 5.02.	 Exclusion of Warranties	10
	SECTION 5.03.	Indemnification Claim Procedures
	10
	SECTION 5.04.	Limitation of Liability: Exclusion of Damages	11
	SECTION 5.05.	 Indemnification as Exclusive Remedy	11
	 	 	 
	ARTICLE VI
    Ownership; Reservation of Rights; Electronic
    Access	11
	 	 	 
	SECTION 6.01. 	Ownership and Reservation of Rights	11
	SECTION 6.02.	Work Product	12
	SECTION 6.03. 	Data	12
	 	 	 
	ARTICLE VII
    Termination of Services	12
	 	 	 
	SECTION 7.01. 	Termination	12
	SECTION 7.02. 	Effect of Termination	13



 






     


     


    

 


	ARTICLE VIII
    Miscellaneous	13
	 	 	 
	SECTION 8.01. 	Counterparts	13
	SECTION 8.02.	General	13
	SECTION 8.03.	Entire Agreement; No Third-Party Beneficiaries	13
	SECTION 8.04.	Assignment	13
	SECTION 8.05.	Independent Contractor Status	14
	 	 	 
	Annex A	Support Services	 


 






    (ii)


     


    

 


This STRATEGIC SUPPORT AGREEMENT (together
with the attachments hereto and as the same and this Agreement may be amended from time to time in accordance with its terms,
this “Agreement”) dated October 12, 2020, by and between MIH Ventures B.V., a limited liability company
incorporated under the laws of the Netherlands (“Service Provider”) and Churchill Capital Corp II, a Delaware
corporation (“Service Recipient”). Service Provider and Service Recipient are referred to herein individually
as a “party” and collectively as the “parties”. Defined terms used but not otherwise defined
herein shall have the respective meanings ascribed thereto in the Subscription Agreement (as defined below).


 


WHEREAS, Service Provider and Service Recipient
are parties to the Subscription Agreement, dated October 12, 2020, by and between Service Provider and Service Recipient
(the “Subscription Agreement”), which provides for (i) the subscription and purchase from Service Recipient
and the issue and sale to Service Provider of 10,000,000 shares of Service Recipient’s Class A common stock, par value
$0.0001 per share, at a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, upon the terms and
conditions set forth in the Subscription Agreement (the “First Step Investment”), and (ii) the option
for Service Provider to subscribe and purchase from Service Recipient up to the lesser of (a) 40,000,000 additional shares
of Class A common stock of Service Recipient and (b) such number of additional shares of Class A common stock of
Service Recipient that would result in Service Provider beneficially owning as of immediately following the closing of the Study
Transactions, a number of Class A common stock of Service Recipient representing 35% of the issued and outstanding shares
of Class A common stock of Service Recipient on a fully-diluted and as-converted basis (the “Second Step Investment
Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of up to $400,000,000 (the “Second
Step Investment Purchase Price”), upon the terms and conditions set forth in the Subscription Agreement (the “Second
Step Investment” and, together with the First Step Investment, the “Investment”);


 


WHEREAS, in connection with the closing of
the Second Step Investment, Service Provider will recommend an individual to serve as the chairman of the board of directors of
Service Recipient (the “Board of Directors”), upon which recommendation, Service Recipient will take all actions
reasonably necessary to appoint such individual as the chairman of the Board of Directors;


 


WHEREAS, Service Recipient has agreed to
issue to Service Provider warrants to purchase a number of shares of Class A common stock of Service Recipient as set forth
in the Subscription Agreement in consideration for the execution and delivery of this Agreement by Service Provider; and


 


WHEREAS, subject to the terms of this Agreement
and for the Term (as defined below), Service Provider has agreed to provide or cause its Affiliates to provide the strategic support
services described in Annex A (the “Services”) to Service Recipient.


  






     


     


    

 


NOW, THEREFORE, the parties, intending to
be legally bound hereby, agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01. Definitions. (a)
All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.


 


(b)           For
purposes of this Agreement:


 


“Action”
means any demand, action, proceeding, suit, countersuit, arbitration, mediation, audit, hearing, inquiry or investigation (in
each case, whether civil, criminal, administrative, investigative, formal or informal) commenced, brought, conducted or heard
by or before, or otherwise involving, any Governmental Entity.


 


“Affiliate”
of any specified Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such first Person. As used herein, “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities or other interests, by Contract or otherwise. Notwithstanding the foregoing, Service Provider and its Affiliates
shall not be deemed to be Affiliates of Service Recipient or its Affiliates.


 


“Business Day”
means any day except Saturday or Sunday on which commercial banks are not required or authorized to close in The Netherlands or
New York, New York.


 


“Contract”
means any contract, lease, sublease, license, indenture, agreement, commitment or other legally binding arrangement (whether written,
electronic or oral and whether express or implied).


 


“Governmental Entity”
means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, or
any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, any
entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government
and any arbitrator or arbitral body or panel of competent jurisdiction.


 


“Law”
means any federal, state, provincial, municipal, domestic or foreign law (including common law), statute, ordinance, rule, regulation,
code or Judgment issued, promulgated, made, rendered, entered into or enforced by or with any Governmental Entity.


 


“Person”
means any individual, general or limited partnership, corporation, limited liability company, joint stock company, trust, joint
venture, unincorporated organization, association or any other entity, including any Governmental Entity, or any Group consisting
of two or more of the foregoing.


 






    2 


     


    

 


“Representative”
means, with respect to any Person, its directors, officers, employees, consultants, agents, investment bankers, financial advisors,
attorneys, accountants and other advisors and representatives.


 


“Third Party”
means any Person other than the Parties or any of their Affiliates.


 


SECTION 1.02. Index of Defined Terms.
The following terms are defined elsewhere in this Agreement, as shown in the table below:


 


	Term	Section
	Agreement	Preamble
	Board of Directors	Recitals
	Claim	5.03
	Claim Notice	5.03
	Confidential Information	3.01
	Damages	5.01
	Dispute	4.02
	Dispute Notice	4.02
	First Step Investment	Recitals
	Force Majeure Event	2.02
	Investment	Recitals
	Legal Requirement	3.01(c)
	parties	Preamble
	party	Preamble
	Primary Coordinators	4.01
	Second Step Investment	Recitals
	Second Step Investment Purchase Price	Recitals
	Second Step Investment Shares	Recitals
	Service Coordinators	4.01
	Service Migration	2.03(a)
	Service Provider	Preamble
	Service Provider Indemnitees	5.01
	Service Provider Party	2.01(b)
	Service Recipient	Preamble
	Services	Recitals
	Subscription Agreement	Recitals
	Term	2.01
	Third Party Approval	2.01(d)
	Work Product	6.02


 






    3 


     


    

 


SECTION 1.03. Other Definitional
and Interpretive Provisions. When a reference is made in this Agreement to a Section, an Annex or an Article, such reference
shall be to a Section, Annex or Article of this Agreement unless otherwise indicated. All Annexes annexed hereto or referred
to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used
in any Annex but not otherwise defined therein shall have the meaning as defined in this Agreement. The table of contents and
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation”. The word “will” shall
be construed to have the same meaning as the word “shall”. The word “extent” in the phrase “to the
extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”.
The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to October 12, 2020.
All references to “dollars” and “$” shall be deemed to be references to the lawful money of the United
States. The words “hereof”, “hereby”, “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. Any agreement,
instrument or applicable Law defined or referred to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument or applicable Law as from time to time amended, modified or supplemented. References to a Person are
also to its permitted successors and assigns. Each of the parties hereto has participated in the drafting and negotiation of this
Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted
by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship
of any of the provisions of this Agreement.


 


ARTICLE II


 


Services


 


SECTION 2.01. Services. (a) Upon
the terms and subject to the conditions set forth herein and in consideration of the Warrants to be issued by Service Recipient
to Service Provider pursuant to the Subscription Agreement, effective as of the Second Step Investment Closing (solely if immediately
following the Second Step Investment Closing, Service Provider is reasonably expected to be the beneficial owner (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of twenty percent (20%) or more of the issued and outstanding
shares of Class A common stock of Service Recipient on a fully-diluted and as-converted basis), Service Provider shall provide,
or cause one or more of its Affiliates to provide, to Service Recipient, and Service Recipient shall receive, the Services for
the Term. The Services will be provided for a term of one (1) year following the completion of the Second Step Investment
or such shorter period as contemplated herein (the “Term”).


 


(b)           In
providing, or otherwise making available, the Services to Service Recipient, Service Provider may use its own personnel or the
personnel of any of its Affiliates; provided, however, that Service Provider shall remain responsible for ensuring
that its obligations with respect to such Services are satisfied with respect to all Services provided by any Affiliate. Each
of Service Provider and any such Affiliates shall be referred to as a “Service Provider Party”.


 


(c)           Except
as set forth on Annex A, Service Provider shall perform, or shall cause to be performed, all Services in a commercially
reasonable manner.


 






    4 


     


    

 


(d)           The
parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary consent, authorization,
order or approval of, or any exemption by, any Third Party (each, a “Third Party Approval”) required under
any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services
to be provided by Service Provider hereunder; provided that neither party shall be required to accept any term or condition,
commit to pay any amount, incur any obligation in favor of or offer or grant any accommodation (financial or otherwise), regardless
of any provision to the contrary in the existing contract or agreement, to any Third Party to obtain any such Third Party Approval.


 


(e)           If
Service Provider has elected to deliver the Second Step Investment Notice and both the First Step Investment Closing and the Second
Step Investment Closing occur (each as defined in the Subscription Agreement), effective as of the Second Step Investment Closing,
Service Provider shall recommend an individual to serve as the chairman of the Board of Directors. Subject to the approval of
the Service Recipient’s nominating and corporate governance committee (which shall not be unreasonably withheld, conditioned
or delayed), upon the recommendation of such individual by Service Provider, Service Recipient will take all actions reasonably
necessary to appoint such individual, effective as of the Second Step Investment Closing, as the chairman of the Board of Directors.
Service Provider shall, and shall cause its designee to, reasonably cooperate with Service Recipient to facilitate such appointment,
including by providing any information reasonably requested by Service Recipient with respect to such designee.


 


(f)            Subject
to the terms and conditions of this Agreement, the parties will comply, and will cause their Affiliates and their respective employees
to comply, with all applicable Laws or rules of professional conduct applicable to its performance under this Agreement and
the provision and receipt of the Services. No party shall knowingly take any action in violation of any such applicable Law or
rule of professional conduct that results in liability being imposed on the other party.


 


(g)           Service
Recipient shall promptly reimburse each Service Provider Party for all reasonable and documented out-of-pocket costs and expenses
relating to such Service Provider Party’s provisions of Services. Any such expense in excess of $10,000, other than in connection
with legal or accounting services, shall be pre-approved in writing by the Service Recipient, it being understood that the failure
to so approve any such excess expense shall excuse Service Provider Party’s performance hereunder in connection with any
such reasonably required expenses.


 


(h)           For
the avoidance of doubt, all decisions, determinations, implementation and oversight in connection with the Services shall be the
sole and exclusive responsibility of Service Recipient.


 


(i)            Notwithstanding
anything to the contrary contained in this Agreement, neither this Agreement nor the provision of the Services shall, in any manner,
preclude, restrict or limit or impair the ability of Service Provider or any of its Affiliates or any other Person
(including any entity in which any of them have an investment) or any of their respective directors, officers, employees,
consultants or agents to (i) engage in any business, (ii) operate their respective businesses in any manner,
(iii) engage in any transactions, including any investments, acquisitions, divestitures, joint ventures or other strategic
transactions or (iv) provide services (whether or not similar in kind to the Services) to any other Person.


 






    5 


     


    

 


SECTION 2.02. Force Majeure.
No Service Provider Party shall be liable to Service Recipient for any interruption of service, any delays or any failure to perform
under this Agreement caused by matters or events occurring that are beyond the reasonable control of Service Provider or its Affiliates,
(a “Force Majeure Event”), including (i) strikes, lockouts or other labor difficulties; (ii) governmental
laws, rules, regulations or other acts of governmental authority; (iii) fires, floods, acts of God, act of terror, pandemic,
extremes of weather, earthquakes, tornadoes, or similar occurrences; (iv) wrecks or transportation delays; (v) riot,
insurrection or other hostilities; (vi) embargo; (vii) fuel or energy shortages; or (viii) inability to obtain
necessary labor, materials or utilities (to the extent beyond the reasonable control of the Service Provider Party after using
the required efforts hereunder). Any delays, interruptions or failures to perform caused by such occurrences of a Force Majeure
Event shall not be deemed to be a breach or failure to perform under this Agreement. Each party shall, as soon as reasonably practicable,
use its good faith efforts to promptly notify the other party upon learning of the occurrence of a Force Majeure Event and (a) the
affected party shall use its reasonable best efforts to mitigate and eliminate the Force Majeure Event and its consequences in
order to resume performance and (b) the unaffected party shall have no obligation hereunder with respect to the obligations
the affected party is unable to perform due to the Force Majeure Event. Upon the cessation of the Force Majeure Event, the parties
will use their reasonable best efforts to promptly resume performance of their obligations under this Agreement.


 


SECTION 2.03. Limitations. (a) Service
Recipient may not resell, license the use of or otherwise permit the use by others of any Services, except with the prior written
consent of Service Provider.


 


(a)           Service
Recipient acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on
a temporary basis to Service Recipient in order to allow Service Recipient a period of time to replace or obtain similar services
for itself, and that Service Provider is not a commercial provider of such Services. Service Recipient agrees to use reasonable
best efforts to end its use of each Service (the cessation of such Service, the “Service Migration”) as promptly
as practicable following the date of this Agreement and in any event, on or prior to the end of the Term; provided that
in no event shall Service Provider be responsible for bearing any costs of such Service Migration.


 


SECTION 2.04. Cooperation; Further
Actions. Service Recipient shall reasonably cooperate with Service Provider to the extent necessary or appropriate
to facilitate the performance of the Services in accordance with the terms of this Agreement and shall use reasonable best efforts
to make available, and cause each of its Affiliates to make available, on a timely basis to any Service Provider Party all information
and materials reasonably requested by such Service Provider Party to enable it to provide the Services hereunder. Without limiting
the generality of the foregoing, Service Recipient shall, and shall cause its Affiliates to, at no cost to Service Provider, use
reasonable best efforts to: (i) make available on a timely basis to any Service Provider Party all information and materials
requested by such Service Provider Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) upon
reasonable notice, give or cause to be given to the Service Provider Parties reasonable access, during regular business hours
and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary
for the performance or receipt of the Services and (iii) give Service Provider Parties reasonable access to utilize the information,
facilities, personnel and assets of Service Recipient and its Affiliates to the extent reasonably necessary for the performance
or receipt of the Services.


 






    6 


     


    

 


(a)           Each
party agrees that its and its Affiliates’ employees having access to the properties, facilities, infrastructure, personnel,
software or other technology of the other party and its Affiliates in connection with the performance, receipt or delivery of
a Service, shall, and that it shall cause its other representatives having such access to, comply with all security policies,
procedures and guidelines (including physical security, network access, internet security, confidentiality, protection of proprietary
information, use of information technology resources and personal data security guidelines) of such other party and its Affiliates
that are made known or provided to such party reasonably in advance. Each party shall ensure that any access described by this
Section 2.04 shall be used by its and its Affiliates’ employees, and shall use commercially reasonable efforts
to ensure that any such access shall be used by its other representatives, only for the purposes contemplated by, and subject
to the terms of, this Agreement.


 


SECTION 2.05. Advisory Capacity.
During the Term, Service Provider shall act only in a support and advisory capacity to Service Recipient with respect to the Services.
The parties expressly agree that the arrangement established by this Agreement is not intended to be a delegation of Service Recipient’s
or its Affiliates’ managerial or corporate responsibilities to any Service Provider Party. Without limiting the generality
of the foregoing, nothing in this Agreement shall be construed to permit or authorize any Service Provider Party to make any decision
or enter into any contract for or on behalf of Service Recipient or its Affiliates, which shall remain the sole responsibility
of Service Recipient or its Affiliates.


 


ARTICLE III


 


Confidentiality


 


SECTION 3.01. Confidentiality.
(a)  Each party acknowledges that it will have confidential and proprietary information concerning the other party,
its customers, Affiliates and its business that is not readily available to the public provided to it pursuant to the provision
and receipt of the Services (“Confidential Information”). Each party agrees that it will not, and that it will
cause its Affiliates not to, at any time, disclose to any Person (except to its Affiliates and its and their Representatives who
require such information in order to perform their duties hereunder or, in the case of Service Recipient, to receive the benefit
of the Services or comply with Service Recipient’s obligations hereunder), directly or indirectly, or make any use of, distribute
or make copies of, for any purpose other than those contemplated by this Agreement, any such Confidential Information of the other
party.


 


(b)           Notwithstanding
the foregoing, Confidential Information shall not include any information that (1) was or becomes generally available to
the public other than as a result of a disclosure by the other party or its Representatives in violation of this Section 3.01
or unauthorized act of a third party, (2) was or becomes available to the receiving party or its Representatives on a
non-confidential basis from a source other than the disclosing party or its Representatives; provided that such source
is not known by the other party to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the disclosing
party with respect to such information; (3) at the time of disclosure to the receiving party or its Representatives by or
on behalf of the disclosing party or its Representatives, is already in the receiving party’s or any of its Representatives’
possession; provided that such information is not known by the receiving party not to be subject to an obligation of confidentiality
(whether by agreement or otherwise), or (4) with respect to such information, was independently developed by the receiving
party or any of its Representatives without reference to, incorporation of, or other use of any Confidential Information.


 






    7 


     


    

 


(c)           Notwithstanding
the foregoing, in the event that the receiving party or any of its Affiliates or its or their Representatives are requested or
required by law, regulation, stock exchange rule or other applicable legal, judicial or governmental process (including by
deposition, interrogatory,, request for documents, subpoena, civil investigative demand or similar process) (any of the foregoing,
a “Legal Requirement”) to disclose any Confidential Information, the receiving party or such Representative
(1) will, to the extent legally permitted, provide the disclosing party with prompt written notice of such request or requirement
prior to making such disclosure so that the disclosing party may seek (at the disclosing party’s sole expense) an appropriate
protective order, other reliable assurance that confidential treatment will be accorded to such information or other remedy, (2) will
use reasonable best efforts (at the disclosing party’s sole expense) to consult and cooperate with the disclosing party
as the disclosing party to the extent legally permitted with respect to the disclosing party seeking such a protective order,
assurance or other remedy or taking steps to resist or narrow the scope of such request or requirement and (3) will not oppose
any action by the disclosing party to obtain such a protective order, assurance or other remedy. If a protective order, other
reliable assurance or other remedy is not obtained and the terms of this Section 3.01 are not waived by the disclosing
party and subject to the receiving party’s compliance with the preceding sentence, the receiving party and such Representative
(a) may disclose such Confidential Information only to the extent required by the applicable Legal Requirement, based on
the advice of its legal counsel, (b) will exercise reasonable best efforts (at the disclosing party’s sole expense)
to obtain assurance that confidential treatment will be accorded to such Confidential Information that is being disclosed and
(c) will, to the extent legally permitted, give advance notice to the disclosing party of the information to be disclosed,
or the proposed disclosure itself (as applicable), as far in advance as is reasonably practicable.


 


(d)           Without
limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by this Agreement,
each party will promptly, upon the written request of the other party, either return to the other party all such Confidential
Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or destroy such
information (and such copies thereof and such notes, extracts or summaries based thereon) and notify the other party in writing
of such destruction; provided that such party’s representatives may retain information to the extent required by
applicable Law or professional standards or bona fide internal retention policy, and shall not be required to destroy any such
information located in back-up, archival electronic storage.


 






    8 


     


    

 


SECTION 3.02. No Rights to Confidential
Information. Each party for itself and on behalf of its Affiliates acknowledges that it will not acquire any right,
title or interest in or to any Confidential Information of the other party by reason of this Agreement or the provision or receipt
of Services hereunder. Except with the prior written consent of the other party, each party shall use reasonable best efforts
to restrict access to the other party’s Confidential Information to those employees of such party requiring access for the
purpose of providing or receiving Services hereunder. Notwithstanding anything to the contrary in this Agreement, Service Provider
shall not have access to, and Service Recipient shall not provide to Service Provider, any “material nonpublic technical
information” within the meaning of 31 C.F.R. § 800.232 of Service Recipient in connection with the provision of the
Services.


 


ARTICLE IV


 


Representatives; Dispute Resolution


 


SECTION 4.01. Representatives.
Each party shall each designate, from time to time, a representative to act as such party’s respective primary contact
person to coordinate the overall provision of all of the Services (collectively, the “Primary Coordinators”).
Each Primary Coordinator may designate one or more service coordinators for each specific Service (the “Service Coordinators”)
who will have responsibility for implementing, managing and coordinating such specific Services pursuant to this Agreement on
behalf of each of the parties, respectively. Service Provider and Service Recipient agree that all communications relating to
the provision of the Services shall be directed to the Service Coordinators for such Service with copies to the Primary Coordinators.
The Primary Coordinators and applicable Service Coordinators shall work with the respective personnel of each party and Service
Provider Party to periodically address issues and matters raised by any party relating to the provision of Services.


 


SECTION 4.02. Dispute Resolution.
The parties shall resolve all disputes arising under or in connection with this Agreement (each, a “Dispute”)
in accordance with the following procedures. All Disputes will be first considered in person, by teleconference or by video conference
by the Primary Coordinators (or their designees) and, if applicable, Service Coordinators (or their designees) for the applicable
Service within five (5) Business Days after receipt of notice from either party specifying the nature of the Dispute (a “Dispute
Notice”). If any Dispute is not resolved by the Primary Coordinators and Service Coordinators within ten (10) Business
Days after receipt of a Dispute Notice, then, upon the written request of either party, each party shall designate a senior representative
who does not spend a substantial portion of his or her time on activities relating to this Agreement to meet in person, by teleconference
or by video conference with the other party’s designated senior representative for the purpose of resolving the Dispute.
The designated representatives shall negotiate in good faith to resolve the Dispute. If a Dispute is not, for any reason, resolved
within ten (10) Business Days after the referral of such Dispute to such designated representatives, then either party is
free to pursue any remedies available to it at law or in equity. Notwithstanding anything to the contrary contained herein (including
the foregoing), each party may institute an Action at any time in order to avoid the expiration of any applicable statute of limitations
period, preserve a superior position with respect to other creditors, or to seek equitable relief (including specific performance
or injunctive relief) to avoid irreparable harm for which money damages would not be sufficient.


 






    9 


     


    

 


ARTICLE V


 


Indemnification; Limitation of Liability


 


SECTION 5.01. Indemnification.
(a)  Subject to Section 5.02 and Section 5.04 in all respects, Service Recipient shall indemnify
and hold harmless Service Provider, any other Service Provider Party, their respective Affiliates and its and their respective
Representatives (collectively, the “Service Provider Indemnitees”) from and against any and all claims, damages,
losses, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses
in connection with any Action whether involving a third party claim or a claim solely between the parties) (collectively, “Damages”)
asserted against or incurred by any Service Provider Indemnitee as a result of, in connection with or arising out of (x) the
Services provided by any Service Provider Party under this Agreement (except to the extent resulting from, in connection with
or arising out of a material violation of law by or gross negligence or willful misconduct of a Service Provider Party) or (ii) Service
Recipient’s material breach of this Agreement.


 


(b)           No
Service Provider Indemnitee shall have any liability, whether direct or indirect, in contract or tort or otherwise, to Service
Recipient or its Affiliates or any other Person for or in connection with the Services provided or to be provided by or on behalf
of any Service Provider Indemnitee pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions
by or on behalf of a Service Provider Indemnitee in connection with any such Services or the transactions contemplated hereby,
except to the extent resulting from or arising out of a material violation of law by or the gross negligence or willful misconduct
of such Service Provider Indemnitee.


 


SECTION 5.02. Exclusion of Warranties.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED BY SERVICE PROVIDER OR ANY
OF ITS AFFILIATES UNDER THIS AGREEMENT, AS WELL AS ANY RECORDS OR ASSISTANCE PROVIDED BY EITHER PARTY HEREUNDER, ARE FURNISHED
IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS WITH NO WARRANTIES, AND EACH PARTY EXPRESSLY EXCLUDES
AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY
OTHER WARRANTY WHATSOEVER.


 


SECTION 5.03. Indemnification Claim
Procedures. If any Service Provider Indemnitee has a claim against Service Recipient under Section 5.01 (a “Claim”),
such Service Provider Indemnitee shall promptly deliver to Service Recipient a written notice (a “Claim Notice”)
setting forth a description in reasonable detail of the nature of the Claim, the basis for the Service Provider Indemnitee’s
request for indemnification under Section 5.01 and a reasonable estimate (if calculable) of any Damages suffered with
respect to such Claim. The failure to so deliver a Claim Notice to Service Recipient shall not relieve Service Recipient from
its indemnification obligations hereunder, except if and only to the extent that Service Recipient is materially prejudiced by
such failure. Service Recipient shall have 30 days from receipt of any such notice to give notice of dispute of the Claim to the
Service Provider Indemnitee. The Service Provider Indemnitee shall reasonably cooperate and assist Service Recipient in determining
the validity of any Claim by Service Recipient and in otherwise resolving such matters. Such assistance and cooperation shall
include, during normal business hours, (i) providing reasonable access to and copies of information and Records relating
to such matters and (ii) furnishing employees, as reasonably determined by Service Recipient, to assist in the investigation,
defense and resolution of such matters. If Service Recipient disputes a Claim, the Service Provider Indemnitee and Service Recipient
shall attempt to resolve in good faith such dispute within 45 days of Service Recipient delivering written notice to the Service
Provider Indemnitee of such dispute. If such dispute is not so resolved within such 45-day period, then either party may initiate
an Action in accordance with this Agreement with respect to the subject matter of such dispute.


 






    10 


     


    

 


SECTION 5.04. Limitation of Liability:
Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY WILL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT. THIS DISCLAIMER APPLIES WITHOUT LIMITATION (I) TO
CLAIMS ARISING FROM THE PROVISION OF THE SERVICES OR ANY FAILURE OR DELAY IN CONNECTION THEREWITH (UNLESS SUCH DAMAGES ARE AWARDED
TO AN UNAFFILIATED THIRD PARTY BY A COURT OF COMPETENT JURISDICTION IN RESPECT OF A THIRD PARTY CLAIM AND THE PARTY LIABLE FOR
SUCH DAMAGES IS ENTITLED TO INDEMNIFICATION UNDER SECTION 5.01(a) OF THIS AGREEMENT IN CONNECTION THEREWITH), (II) TO
CLAIMS FOR LOST PROFITS OR OPPORTUNITIES, (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND (IV) REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR WHETHER SERVICE
PROVIDER OR SERVICE RECIPIENT, AS APPLICABLE, OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.


 


SECTION 5.05. Indemnification as
Exclusive Remedy. Except for the termination rights provided under Sections 7.01(a) and 7.01(b), the
indemnification provisions of this Article V shall be the sole and exclusive monetary remedy for liability relating
to or arising out of this Agreement; provided, however, that the foregoing shall not affect (a) the availability
of equitable remedies for any party with respect to breaches of confidentiality obligations under Article III or (b) the
rights or obligations of any party or its Affiliates under the Subscription Agreement or any other agreement, instrument,
charter or other document referred to therein or otherwise related to the Transactions.


 


ARTICLE VI


 


Ownership; Reservation of Rights; Electronic
Access


 


SECTION 6.01. Ownership and Reservation
of Rights. Except as otherwise set forth in the Subscription Agreement or any other document related to the Transactions,
each party shall retain all right, title and interest in and to its intellectual property, software, technology and data used
in connection with the Services. Each party hereby grants on behalf of itself and its Affiliates to the other party and its Affiliates,
a limited, royalty-free, fully paid-up, worldwide, non-sublicensable, non-exclusive, non-transferable (except as set forth in
Section 8.04) license solely during the term of this Agreement and for so long as any Services hereunder are being
provided to the Service Recipient by the Service Provider, to and under all intellectual property, software, technology and data
owned or controlled by such party or any of its Affiliates, solely to the extent necessary for, as applicable, the Service Provider
to provide the Services and the Service Recipient to receive and use the Services. Neither party shall remove or alter any copyright,
trademark, confidentiality or other proprietary notices that appear on any intellectual property, software, technology and data
owned or licensed by the other party, and each party shall reproduce any such notices on any and all of its copies of any intellectual
property, software, technology and data owned or licensed by the other party. Upon the expiration or termination of this Agreement
or the applicable Service, but without limiting any rights granted under the Subscription Agreement, each party shall cease use
of any intellectual property, software, technology and data licensed pursuant to this Section 6.01.


 






    11 


     


    

 


SECTION 6.02. Work Product. Any
work product (including all intellectual property therein) (“Work Product”) that is created or developed specifically
for Service Recipient or at the request of Service Recipient shall be deemed “works made for hire” as that phrase
is defined in the Copyright Revision Act of 1976 (17 U.S.C. §101) and shall be the sole and exclusive property of the Service
Recipient. In the event that for any reason such Work Product is not deemed “works made for hire,” then the Service
Provider agrees to (and shall cause any of its employees to) use commercially reasonable efforts to assign and transfer, and does
hereby assign and transfer, to the Service Recipient any and all of the Service Provider’s rights, title and interest in
and to such Work Product. The Service Provider shall execute and deliver any and all instruments and other documents and take
such other actions as may be reasonably necessary or reasonably requested by the Service Recipient to document the aforesaid assignment
and transfer of such Work Product to the Service Recipient, or to enable the Service Recipient to secure, register, maintain,
enforce or otherwise fully protect its rights in and to such Work Product. The Service Provider hereby waives any and all of its
moral rights that the Service Provider may have in such Work Product.


 


SECTION 6.03. Data. All data
provided by or on behalf of a party to the other party or its Affiliates for the purpose of providing or receiving the Services
shall remain the property of the party providing such data unless otherwise specified herein.


 


ARTICLE VII


 


Termination of Services


 


SECTION 7.01. Termination. (a) 
Notwithstanding the provisions of Section 2.01 and Annex A, Service Recipient may, at any time during the term
of this Agreement and for any reason or no reason, terminate this Agreement by giving at least thirty (30) days’ prior
written notice of such termination to Service Provider.


 


(b)           Service
Provider may terminate this Agreement at any time if Service Recipient shall have failed to perform any of its material obligations
under this Agreement relating to any Service (including the failure to provide any information or data required to effectuate
such Service), but only if Service Provider shall have notified Service Recipient in writing of such failure and such failure
shall have continued for a period of thirty (30) Business Days after receipt by Service Recipient of such written notice.


 






    12 


     


    

 


(c)           Subject
to Section 7.02, this Agreement shall terminate in its entirety on the last day of the Term.


 


SECTION 7.02. Effect of Termination.
(a)  Upon termination of this Agreement pursuant to Section 7.01, Service Provider shall have no further obligation
to provide the Services and Service Recipient shall have no obligation to make any further payments hereunder to Service Provider;
provided that notwithstanding such termination, the provisions of Section 4.02, Articles III, V,
VI, VII and VIII shall survive any such termination indefinitely.


 


(b)           Following
termination of this Agreement, each party agrees to cooperate in good faith (at Service Recipient’s sole expense) and use
commercially reasonable efforts to provide for an orderly transition of the Services to Service Recipient or to a successor service
provider.


 


ARTICLE VIII


 


Miscellaneous


 


SECTION 8.01. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall be considered
one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and
delivered to the other party.


 


SECTION 8.02. General. This Agreement
shall be subject to the provisions set forth in Sections 20.2, 20.4, 20.6, 20.7, 20.8, 20.9, 20.10, 20.11, 20.14 and 20.17 of
the Subscription Agreement, mutatis mutandis.


 


SECTION 8.03. Entire Agreement; No
Third-Party Beneficiaries. This Agreement, the Subscription Agreement and the confidentiality agreement, dated October 1,
2020, between Service Provider and Service Recipient (as amended, modified and supplemented from time to time) and the Exhibits,
Schedules and appendices hereto and thereto constitute the entire agreement, and supersede all prior agreements and understandings,
representations and warranties, both written and oral, among the parties with respect to the subject matter hereof.


 


SECTION 8.04. Assignment.
Neither this Agreement nor any rights, interests or obligations that
may accrue to the parties hereunder may be transferred or assigned without the prior written consent of the other party;
provided that Service Provider may assign any of its rights, interests and obligations under this Agreement (in whole or
in part) to any one or more of its Affiliates, but no such assignment shall release Service Provider from any liability or obligation
under this Agreement. Any purported assignment in violation of this Section 8.04 shall be null and void. Subject to
the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and permitted assigns.


 






    13 


     


    

 


SECTION 8.05. Independent Contractor
Status. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or any other relationship
between the parties. Neither party is now, nor shall it be made by this Agreement, an agent, employee or legal representative
of the other party or any of its Affiliates for any purpose. Each party acknowledges and agrees that neither party shall have
authority or power to bind the other party or any of its Affiliates or to contract in the name of, or create a liability against,
the other party or any of its Affiliates in any way or for any purpose, to accept any service of process upon the other party
or any of its Affiliates or to receive any notices of any kind on behalf of the other party or any of its Affiliates. Each party
is and shall be an independent contractor in the performance of Services hereunder and nothing herein shall be construed to be
inconsistent with this status.


 


[Signature page follows]


 






    14 


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	Churchill Capital Corp II
	 	 
	 	By:	/s/ Peter Seibold
	 	 	Name:	Peter Seibold
	 	 	Title:	Chief Financial Officer


 


	 	MIH Ventures B.V.
	 	 
	 	By:	/s/Serge de Reus
	 	 	Name:	Serge de Reus
	 	 	Title:	Director


 


[Signature Page to Strategic Support
Agreement]