Exhibit 10.8


 


EXECUTION VERSION


 


Subscription
Agreement


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 14th day of October, 2020, by and between Churchill Capital
Corp II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Study Merger Agreement
(as defined below).


 


WHEREAS, Software Luxembourg
Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of
the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand
Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés,
Luxembourg) under number B246188 (“Study”), and the Issuer intend to effect a cross-border merger of Study with
and into the Issuer in accordance with the Agreement and Plan of Merger (the “Study Merger Agreement”), dated
as of October 12, 2020, by and among the Issuer and Study, the General Corporation Law of the State of Delaware, the provisions
of Directive 2017/1132 regarding certain aspects of company law issued by the European Parliament and Council on 14 June 2017,
which was transposed into Luxembourg law via Articles 1020-1 et seq. of the law of 10 August 1915 regarding commercial companies,
as amended, and a joint merger proposal, pursuant to which, among other things, Study will cease to exist and Study’s subsidiaries
shall become subsidiaries of the Issuer, which shall survive as the surviving corporation (the “Study Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Study Transactions”);


 


WHEREAS, following the
closing of the Study Transactions, the Issuer intends to effect a merger (the “Magnet Merger” and, together
with the other transactions contemplated by the Magnet Merger Agreement (as defined below), the “Magnet Transactions”
and, together with the Study Transactions, the “Transactions”) of Magnet Merger Sub, Inc., a Delaware corporation,
with and into Albert DE Holdings Inc., a Delaware corporation (“Magnet”), in accordance with the Agreement and
Plan of Merger (the “Magnet Merger Agreement”), dated as of October 12, 2020, by and among the Issuer, Merger
Sub and Magnet;


 


WHEREAS, in connection
with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer 1,000,000 shares (the “Shares”)
of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), for a
purchase price of $10.00 per share, for an aggregate purchase price of $10,000,000 (the “Purchase Price”), and
the Issuer desires to issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by
or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein;


 


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


 


1.                  Subscription.
Subject to the terms and conditions hereof, at the Closing, Subscriber hereby agrees to subscribe for and purchase, and the
Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription
and issuance, the “Subscription”).


 






     


     


    

 


2.                 
Representations, Warranties and Agreements.


 


2.1            
Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Shares to Subscriber,
Subscriber hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer as follows:


 


2.1.1                     
Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


2.1.2                      
This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation
of Subscriber, is enforceable against Subscriber 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.


 


2.1.3                     
The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein do not and 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 Subscriber or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber
or any of its subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject,
which would reasonably be expected to have a material adverse effect on the ability of Subscriber to enter into and timely perform
its obligations under or consummate the transactions contemplated by this Subscription Agreement (a “Subscriber Material
Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber or any
of its subsidiaries 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 Subscriber or any of its subsidiaries or any of their
respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.


 


2.1.4                      Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable
requirements set forth on Schedule I, (ii) is acquiring the Shares only for its own account and not for the account of
others, or if Subscriber is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner
of such account is a qualified institutional buyer, and Subscriber has full investment discretion with respect to each such
account, and the full power and authority to make the acknowledgements, representations, warranties 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 on Schedule
I following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the
Shares.


 






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2.1.5                     
Subscriber understands 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. Subscriber understands that the Shares
may not be resold, transferred, pledged or otherwise disposed of by Subscriber 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 solely 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 cases (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 legend to such effect. Subscriber acknowledges that the Shares will not be eligible for resale pursuant
to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to transfer
restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be
required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that
it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


2.1.6                     
Subscriber understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, Study
or any of their respective officers or directors, expressly or by implication, other than those representations, warranties, covenants
and agreements expressly set forth in this Subscription Agreement.


 


2.1.7                      
Subscriber represents and warrants that its 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 (“ERISA”),
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


2.1.8                      In
making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other
information provided by anyone other than the Issuer and its representatives concerning the Issuer or the Shares or the offer
and sale of the Shares. Subscriber acknowledges and agrees that Subscriber has received, has had an adequate opportunity to
review and has reviewed such financial and other information as Subscriber deems necessary in order to make an investment
decision with respect to the Shares, including with respect to the Issuer, Study, Magnet and the Transactions and has made
its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to
Subscriber’s investment in the Shares. Subscriber represents and agrees that Subscriber and Subscriber’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such
information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an
investment decision with respect to the Shares.


 






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2.1.9                     
Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Issuer
or its representative. Subscriber has a pre-existing substantive relationship (as interpreted in guidance from the Commission under
the Securities Act) with the Issuer or its representative, and the Shares were offered to Subscriber solely by direct contact between
Subscriber and the Issuer or its representative. Subscriber did not become aware of this offering of the Shares, nor were the Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Shares (i) were not offered by any form of general
solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act 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.


 


2.1.10                   
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Shares. Subscriber 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 Subscriber has sought such accounting, legal and tax advice as Subscriber has considered
necessary to make an informed investment decision.


 


2.1.11                  
Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately
analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment
for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss
of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


2.1.12                   
Subscriber understands 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 an investment in the Shares.


 


2.1.13                    Subscriber
represents and warrants that Subscriber 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) a Designated National
as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (iii) a non-U.S. shell bank or providing banking
services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby,
such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber
represents that if it 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”), that Subscriber maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents
that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors
against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants that, to the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to
purchase the Shares were legally derived.


 






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2.1.14                   
Subscriber is not 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 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 subject to the fiduciary or prohibited
transaction provisions of ERISA or section 4975 of the Code.


 


2.1.15                   
Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Subscriber with the
Commission with respect to the beneficial ownership of the Issuer’s common stock, Subscriber 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”), or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Issuer (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.16                   
Subscriber will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in the Issuer as a result of the
purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would
be mandatory under 31 C.F.R. Part 800.401, and Subscriber will not have control (as defined in 31 C.F.R. Part 800.208) over the
Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.


 


2.1.17                    Subscriber
has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 3.1 will
have, sufficient immediately available funds to pay the Purchase Price pursuant to Section 3.1. Subscriber is an
entity having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date
the Purchase Price would be required to be funded to the Issuer pursuant to Section 3.1 and was not formed for the
purpose of acquiring the Shares.


 






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2.1.18                   
None of the information provided or to be provided in writing by or on behalf of Subscriber for inclusion in the Joint Proxy
Statement or Joint Proxy Statement/Prospectus (each, as defined in the Study Merger Agreement) will contain any untrue statement
or a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


2.1.19                   
No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on the Issuer.


 


2.2             
Issuer’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Issuer
hereby represents and warrants to Subscriber and agrees with Subscriber as follows:


 


2.2.1                      
The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Delaware
General Corporation Law (“DGCL”), with corporate power 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.


 


2.2.2                      
When issued and delivered to Subscriber against full payment for the Shares in accordance with the terms of this Subscription
Agreement and registered with the Issuer’s transfer agent, the Shares will be duly authorized, 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 amended and restated certificate of incorporation (the “Charter”) or under the DGCL.


 


2.2.3                      
This Subscription Agreement has been duly authorized, validly executed and delivered by the Issuer and, assuming that this
Subscription Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Issuer,
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
and (ii) principles of equity, whether considered at law or equity.


 


2.2.4                      
The Issuer is classified as a Subchapter C corporation for U.S. federal income tax purposes.


 






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2.2.5                       The
execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the
provisions hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated
herein will not, subject to the receipt of the Buyer Stockholder Approval and the effectiveness of the Buyer A&R Charter
Amendment, (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, which would reasonably be expected to have a material adverse effect on the legal authority of the Issuer
to enter into and timely perform its obligations under this Subscription Agreement (a “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.


 


2.2.6                      
Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Issuer
security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on
Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require
registration of the issuance of the Shares under the Securities Act.


 


2.2.7                      
Neither the Issuer nor any person acting on its behalf has conducted any general solicitation or general advertising, including
methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the
Shares and neither the Issuer nor any person acting on its behalf offered any of the Shares in a manner involving a public offering
under, or in a distribution in violation of, the Securities Act or any state securities laws.


 


2.2.8                      
[reserved]


 


2.2.9                       As
of the date of this Subscription Agreement, the authorized capital shares of the Issuer consists of (a) 200,000,000 shares of
Class A common stock, (b) 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common
stock”); and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Shares”). As of the date hereof: (i) no Preferred Shares are issued and outstanding; (ii) 69,000,000 shares of
Class A common stock are issued and outstanding; (iii) 17,250,000 shares of Class B common stock are issued and outstanding;
(iv) 15,800,000 warrants to purchase 15,800,000 shares of Class A common stock (the “Private Placement
Warrants”) are outstanding; and (v) 23,000,000 warrants to purchase 23,000,000 shares of Class A common stock (the
 “Public Warrants”) are outstanding. Subject to the receipt of the Buyer Stockholder Approval and the
effectiveness of the Buyer A&R Charter Amendment, all (i) issued and outstanding shares of Class A common stock and Class
B common stock have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to
preemptive rights and (ii) outstanding Private Placement Warrants and Public Warrants have been duly authorized and validly
issued, are fully paid and are not subject to preemptive rights. Except as set forth above and as contemplated by the Study
Merger Agreement or the Magnet Merger Agreement and except in respect of any Class A common stock or any warrants exercisable
for shares of Class A common stock after the date hereof at a purchase price, or at an exercise price, as applicable, equal
to or greater than ten dollars ($10.00) per share (before calculating any transaction expenses, original issue discounts or
other similar premiums, charges and expenses that are customary for issuances of equity or equity-linked securities in
connection with a private investment in a public company), there are no outstanding options, warrants or other rights to
subscribe for, purchase or acquire from the Issuer any shares of Class A common stock or Class B common stock, or any other
equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As
of the date hereof, the Issuer has no subsidiaries and does not own, directly or indirectly, interests or investments
(whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting
trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of
any securities of the Issuer, other than (A) as set forth in the SEC Documents and (B) as contemplated by the Study Merger
Agreement.


 






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2.2.10                   
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription
Agreement, (x) no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber
and (y) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any federal, state or local governmental authority is required on the part of the Issuer in connection with the consummation of
the transactions contemplated by this Subscription Agreement, except for (i) filings pursuant to Regulation D of the Securities
Act and applicable state securities laws, (ii) filings required by the NYSE, including with respect to obtaining shareholder approval,
(iii) filings required to consummate the Transactions as provided under the definitive documents relating to the Transactions and
(iv) where the failure of which to obtain would not be reasonably likely to have an Issuer Material Adverse Effect.


 


2.2.11                    The
Issuer has made available to Subscriber (including via the Securities and Exchange Commission’s (the
 “Commission”) EDGAR system) a true, correct and complete copy of each form, report, statement, schedule,
prospectus, proxy, registration statement and other documents filed by the Issuer with the Commission prior to the date of
this Subscription Agreement (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. The Issuer has timely filed each report, statement, schedule, prospectus, and registration
statement that the Issuer was required to file with the Commission since its inception and through the date hereof. As of the
date hereof, there are no material outstanding or unresolved comments in comment letters from the Commission staff with
respect to any of the SEC Documents.


 






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2.2.12                  
As of the date hereof, there are no pending or, to the knowledge of the Issuer, threatened, claims, actions, suits, arbitrations,
litigation or proceedings (“Actions”), which, if determined adversely, would, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of the Issuer to enter into and perform its obligations
under this Subscription Agreement. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon
the Issuer which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability
of the Issuer to enter into and perform its obligations under this Subscription Agreement.


 


2.2.13                  
No broker, finder or other financial consultant has acted on behalf of Issuer in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on Subscriber. The Issuer agrees to indemnify
and hold harmless Subscriber from any claim or demand for commission or other compensation by any broker, finder, financial consultant
or similar agent claiming to have been employed by or on behalf of Issuer and to bear the cost of legal expenses incurred by Subscriber
in defending against any such claim.


 


2.2.14                  
The execution, delivery and performance of its obligations hereunder by Subscriber are, or are based on, commercial acts
for purposes of applicable law.


 


2.2.15                  
The Class A common stock of the Issuer is registered pursuant to Section 12(b) of the Exchange Act, and listed for trading
on the New York Stock Exchange (“NYSE”). There is no suit, action, proceeding or investigation pending or, to
the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention by such
entity to deregister the Class A common stock or prohibit or terminate the listing of the Class A common stock on the NYSE. The
Issuer has taken no action that is designed to terminate the registration of the Class A common stock under the Exchange Act.


 


3.                 
Settlement Date and Delivery.


 


3.1              Closing.
The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and
immediately prior to, the consummation of the Study Transactions. Upon written notice from (or on behalf of) the Issuer to
Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Issuer
reasonably expects all conditions to the closing of the Study Transactions to be satisfied (the “Expected Closing
Date”), Subscriber shall deliver to the Issuer no later than two (2) Business Days prior to the Expected Closing
Date, the Purchase Price for the Shares, by wire transfer of United States dollars in immediately available funds to the
account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing. If
the Study Transactions are not consummated on or prior to the tenth (10th) Business Day after the Expected Closing Date, the
Issuer shall return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds
to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date
shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3
to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver
funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the
Closing upon satisfaction of the conditions set forth in this Section 3. Unless otherwise agreed by Study in
writing, the Issuer shall deliver the Closing Notice at least eight (8) Business Days prior to the date of the Special
Meeting. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3,
the Issuer shall deliver to Subscriber the Shares in certificated or book entry form (at the Issuer’s election), in the
name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber,
as applicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in New
York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by
law or regulation to close.


 






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3.2             
Conditions to Closing of the Issuer.


 


The Issuer’s obligations
to sell and issue the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written
waiver by Issuer, on or prior to the Closing Date, of each of the following conditions:


 


3.2.1                      
Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1
hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified
as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all
respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak
as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations
and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties
shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case
without giving effect to consummation of the Transactions.


 


3.2.2                      
Compliance with Covenants. Subscriber shall have performed, satisfied and complied in all material respects with
the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by
Subscriber at or prior to the Closing.


 


3.2.3                     
Closing of the Study Transactions. All conditions precedent to the Issuer’s obligations to consummate, or cause
to be consummated, the Study Transactions set forth in the Study Merger Agreement shall have been satisfied or waived by the party
entitled to the benefit thereof under the Study Merger Agreement (other than those conditions that may only be satisfied at the
consummation of the Study Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation
of the Study Transactions), and the Study Transactions will be consummated immediately following the Closing.


 






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3.2.4                   
 Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination
or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the
consummation of the Subscription.


 


3.3             
Conditions to Closing of Subscriber.


 


Subscriber’s obligation
to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver
by Subscriber, on or prior to the Closing Date, of each of the following conditions:


 


3.3.1                      
Representations and Warranties Correct. The representations and warranties made by the Issuer in Section 2.2
hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified
as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another
date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties
that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and
correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without
giving effect to consummation of the Transactions; provided, that in the event this condition would otherwise fail to be
satisfied as a result of a breach of one or more of the representations and warranties of the Issuer contained in this Subscription
Agreement and the facts underlying such breach would also cause a condition to Study’s obligations under the Study Merger
Agreement to fail to be satisfied, this condition shall nevertheless be deemed satisfied in the event Study waives such condition
with respect to such breach under the Study Merger Agreement.


 


3.3.2                      
Compliance with Covenants. The Issuer shall have performed, satisfied and complied in all material respects with
the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by
the Issuer at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably
be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing.


 


3.3.3                       Closing
of the Study Transactions. (i) All conditions precedent to the consummation of the Study Transactions set forth in the
Study Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Study
Merger Agreement (other than those conditions that may only be satisfied at the consummation of the Study Transactions, but
subject to satisfaction or waiver by such party of such conditions as of the consummation of the Study Transactions), (ii) no
amendment or modification of the Study Merger Agreement (as the same exists on the date hereof as provided to Subscriber)
shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that
Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s
prior written consent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Study Transactions will be
consummated immediately following the Closing.


 






    11


     


    

 



 


3.3.4                      
Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or
award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the transactions
contemplated by this Subscription Agreement.


 


3.3.5                      
Issuer Stockholder Approval. To the extent required by the listing rules of NYSE, approval of the issuance of the
Shares pursuant to this Subscription Agreement by the Issuer’s stockholders shall have been obtained.


 


4.                 
Registration Statement. Prior to or concurrently with the Closing, the parties shall enter into a joinder,
or otherwise become a party, to the Amended and Registration Rights Agreement, dated as of October 12, 2020, by and among the Issuer,
Study, Churchill Sponsor II, LLC and the other parties thereto.


 


5.                 
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 earlier to occur of (i) such date and time as the Study Merger Agreement is validly terminated in accordance
with its terms and (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement;
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 such
breach. The Issuer shall promptly notify Subscriber of (i) the termination of the Study Merger Agreement promptly after the termination
of such agreement, and (ii) any waiver by the Issuer of any of the conditions specified in Article X of the Study Merger Agreement.


 


6.                 
Miscellaneous.


 


6.1             
Further Assurances. At the Closing, the parties hereto shall execute and deliver 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.


 


6.1.1                    
Subscriber acknowledges that the Issuer, Study and others will rely on the acknowledgments, understandings, agreements,
representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees
to promptly notify the Issuer and Study if any of the acknowledgments, understandings, agreements, representations and warranties
set forth herein are no longer accurate in all material respects.


 


6.1.2                       Each
of the Issuer, Subscriber and Study is entitled to rely upon this Subscription Agreement and 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.


 






    12


     


    

 


6.1.3                      
The Issuer may request from Subscriber such additional information as the Issuer may deem necessary to evaluate the eligibility
of Subscriber to acquire the Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent
within Subscriber’s possession and control or otherwise readily available to Subscriber.


 


6.1.4                      
Each of Subscriber and the Issuer shall pay all of its own expenses in connection with this Subscription Agreement and the
transactions contemplated herein.


 


6.1.5                      
Each of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things
necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions
described therein no later than immediately prior to the consummation of the Study Transactions.


 


6.2             
Notices. Any notice or communication required or permitted hereunder 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,
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 such person may hereafter designate by notice given hereunder:


 


(i)       if
to Subscriber, to:


 


(ii)      if to
the Issuer, to:


 


Churchill Capital
Corp. II





640 Fifth Avenue,
12th Floor





New York, NY
10019





Attention:      Michael
S. Klein





Telephone:    212-380-7775





Email:           Michael.klein@mkleinandcompany.com





 


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


 


Paul, Weiss,
Rifkind, Wharton & Garrison LLP





1285 Avenue of
the Americas





New York, NY
10019





Attention: Ross
A. Fieldston, Raphael M. Russo





Email: rfieldston@paulweiss.com;
rrusso@paulweiss.com





 






    13


     


    

 


6.3             
Entire Agreement. This Subscription Agreement 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,
including any commitment letter entered into relating to the subject matter hereof.


 


6.4             
Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived (i)
except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or
waiver is sought and (ii) without the prior written consent of Study (with respect to this clause (ii), solely to the extent that
an amendment, modification, supplement or waiver would reasonably be expected to materially and adversely affect the Issuer’s
ability to consummate the Study Transactions); provided that any rights (but not obligations) of a party under this Subscription
Agreement may be waived, in whole or in part, by such party on its own behalf without the prior consent of any other party.


 


6.5             
Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties
hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written
consent of each of the other parties hereto (other than the Shares acquired hereunder, if any, and then only in accordance with
this Subscription Agreement); provided that Subscriber’s rights and obligations hereunder may be assigned to any fund or
account managed by the same investment manager as Subscriber, without the prior consent of the Issuer, provided that such assignee(s)
agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber
hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for
herein to the extent of such assignment; provided, further, that no assignment shall relieve the assigning party
of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as
Subscriber.


 


6.6             
Benefit.


 


6.6.1                      
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. This Subscription Agreement shall
not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.


 


6.7              Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to
this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation,
execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.


 






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6.8             
Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction
and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter
that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard
in the U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware “Chosen
Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives,
and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the
Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii)
such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum
or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding
in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service
guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant
to Section 6.2 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner
of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause
of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the
Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL
BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO
PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT.
FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH
A JURY TRIAL CANNOT BE WAIVED.


 


6.9             
Severability. If any provision of this Subscription Agreement shall 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.


 


6.10          No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such
right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription
Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other
available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand.


 






    15


     


    

 


6.11            
Remedies.


 


6.11.1                  
The parties agree that the irreparable damage would occur if this Subscription Agreement was not performed or the Closing
is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other legal remedies
would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable
relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription
Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent
jurisdiction as set forth in Section 6.8, this being in addition to any other remedy to which any party is entitled at law
or in equity, including money damages.  The right to specific enforcement shall include the right of the parties hereto to
cause to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject
to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (i) to waive any requirement
for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific
enforcement pursuant to this Section 6.11 is unenforceable, invalid, contrary to applicable law or inequitable for any reason
and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.


 


6.11.2                  
 The parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby
and without that right, the parties hereto would not have entered into this Subscription Agreement.


 


6.11.3   
In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or
certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award
to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection
with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument
or certificate contemplated hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances
where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing
party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection
with the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument
or certificate contemplated hereby or thereby.


 


6.12          Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription
Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the
consummation of the Study Transactions, all representations, warranties, covenants and agreements of the parties hereunder
shall survive the consummation of the Study Transactions and remain in full force and effect.


 






    16


     


    

 


6.13         
No Broker or Finder. Each of the Issuer and Subscriber agrees to indemnify and hold the other parties hereto harmless
from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming
to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such
claim.


 


6.14         
Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for
convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions
hereof.


 


6.15         
Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such signature page were an original thereof.


 


6.16         
Construction. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Subscription Agreement,” “herein,”
 “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices shall be
appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after
the date hereof.


 


6.17         
Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof
has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against
any party hereto.


 


7.                  Disclosure.
Subscriber hereby consents to the publication and disclosure in (x) any Form 8-K filed by the Issuer with the Commission in
connection with the execution and delivery of the Study Merger Agreement, Joint Proxy Statement or Joint Proxy
Statement/Prospectus or any other filing with the Commission pursuant to applicable securities laws, in each case, as and to
the extent required by the federal securities laws or the Commission or any other securities authorities, and (y) any other
documents or communications provided by the Issuer or Study to any governmental authority or to securityholders of the
Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority,
of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements and understandings
under and relating to this Subscription Agreement and, if deemed required or appropriate by the Issuer or Study, a copy of
this Subscription Agreement. Subscriber will promptly provide any information reasonably requested by the Issuer, Study or
Magnet for any regulatory application or filing made or approval sought in connection with the Transactions (including
filings with the Commission).


 






    17


     


    

 


8.                 
Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that
the Issuer has established a trust account containing the proceeds of its initial public offering and from certain private placements
(collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber agrees that
(i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have
no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the
Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any
monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in
this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue
of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant
to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the
Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such
Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust
Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically
relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands
such waiver to be valid, binding and enforceable under applicable law. In the event the Subscriber, in connection with this Subscription
Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account
or distributions therefrom or any of the Issuer’s stockholders, whether in the form of monetary damages or injunctive relief,
Subscriber shall be obligated to pay to the Issuer all of its legal fees and costs in connection with any such action in the event
that the Issuer prevails in such action or proceeding.


 


9.                 
Non-Reliance. Subscriber 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, Study, any of its affiliates
or any of its control persons, officers, directors or employees), other than the representations and warranties of the Issuer expressly
set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer.


 


10.             
Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without
registration are available to holders of the Issuer’s common stock and until the third anniversary of the Closing Date, the
Issuer agrees to:


 






    18


     


    

 


10.1.1                  
 make and keep public information available, as those terms are understood and defined in Rule 144;


 


10.1.2                  
file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities
Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and


 


10.1.3                  
furnish to Subscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with
the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly
report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information as may be reasonably
requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


If the Shares are eligible
to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements
of, Rule 144 under the Securities Act, then at Subscriber’s request, the Issuer will cause its transfer agent to remove the
legend described in Section 2.1.6. In connection therewith, if required by the Issuer’s transfer agent, the Issuer
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without
any such legend; provided, that, notwithstanding the foregoing, Issuer will not be required to deliver any such opinion, authorization,
certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities
in violation of applicable law.


 


[Signature Page Follows]


 






    19


     


    

 


IN WITNESS WHEREOF,
each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


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




 






     


     


    

 


 


	Accepted and agreed this 14th day of October, 2020.	 	 
	 	 	 
	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	/s/ Allison Green	 	By:	 
	Name: 	Allison Green	 	Name:	 
	Title: 	Chief Financial Officer	 	Title:	 
	 	 	 	 
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	(Please print.  Please indicate name and	 	(Please Print.  Please indicate name and
	capacity of person signing above)	 	capacity of person signing above)
	 	 	 
	 	 	 
	Name in which securities are to be registered (if different from the name of Subscriber listed directly above):	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	If there are joint investors, please check one:	 	 
	 	 	 
	 ̈ Joint Tenants with Rights of Survivorship	 	 
	 ̈ Tenants-in-Common	 	 
	 ̈ Community Property	 	 



 


	Subscriber’s EIN:	 	 	Joint Subscriber’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.:	 



 






     


     


    

 


SCHEDULE I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	 ̈ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) (a “QIB”)).



 


		2.	 ̈ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts,
and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs):



 


		1.	 ̈ 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.”



 


		2.	 ̈ We are not a natural person.



 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box) SUBSCRIBER:



 


		 ̈	is:



 


		 ̈	is not:



 


an “affiliate” (as
defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 






     


     


    

 


Rule 501(a) under the Securities Act, 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. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below
which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”


 


 ̈ Any bank as defined in section
3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity;


 


 ̈ Any broker or dealer registered
pursuant to section 15 of the Securities Exchange Act of 1934, as amended;


 


 ̈ Any insurance company as
defined in section 2(a)(13) of the Securities Act;


 


 ̈ Any investment company registered
under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development
company as defined in section 2(a)(48) of the Investment Company Act;


 


 ̈ Any Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of
1958, as amended;


 


 ̈ 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, as amended (“ERISA”), if (i) the
investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan
association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess
of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited
investors”;


 


 ̈ Any private business development
company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended;


 


 ̈ Any (i) corporation, limited
liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and
with total assets in excess of $5,000,000;


 


 ̈ Any director, executive officer,
or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner
of a general partner of that issuer;


 


 ̈ Any natural person whose
individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural
person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is
secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of
the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the
time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of
the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the
person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale
of securities shall be included as a liability;


 


 ̈ Any natural person who had
an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse
in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current
year;


 


 ̈ Any trust, with total assets
in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by
a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D; or


 


 ̈ Any entity in which all of
the equity owners are “accredited investors.”