Exhibit 10.7


 


EXECUTION VERSION


 


Subscription
Agreement


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 13th 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 the date hereof, 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 the date hereof 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 2,000,000 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 $20,000,000 (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.


 






     


     


    

 


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.


 






     


     


    

 


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.


 






     


     


    

 


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.


 






     


     


    

 


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.


 


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 pursuant to the Study Merger Agreement or the Magnet Merger
Agreement and except for any Class A common stock or any warrants exercisable for shares of Class A common stock issued
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.


 






     


     


    

 


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.


 






     


     


    

 


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 Magnet 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 Magnet 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 Magnet 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.


 


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


 






     


     


    

 


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 Magnet Transactions. (i) All conditions precedent to the consummation of the Magnet Transactions set forth in the
Magnet Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Magnet Merger
Agreement (other than those conditions that may only be satisfied at the consummation of the Magnet Transactions, but subject to
satisfaction or waiver by such party of such conditions as of the consummation of the Magnet Transactions), (ii) no amendment
or modification of the Magnet 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 Magnet Transactions will be consummated immediately following the Closing.


 






     


     


    

 


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.            Lock-Up.


 


4.1            During
the period commencing on the Closing Date and continuing until the earlier of (i) the one year anniversary of the Closing
and (ii) (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Closing or (y) the date on which the Issuer completes a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of the Issuer’s stockholders having
the right to exchange their shares of Class A common stock for cash, securities or other property, Subscriber agrees not to
Transfer any Shares.


 


4.2            For
purposes of this Section 4, “Transfer” shall mean the (a) sale or assignment of, offer to sell,
contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of
the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b).


 


4.3            Notwithstanding
the foregoing, Transfers of Shares shall be permitted to any affiliate of Subscriber provided that such affiliate enters into a
written agreement agreeing to be bound by the provisions of this Section 4.


 


4.4            Subscriber
also agrees and consents to the entry of stop transfer instructions with the Issuer’s transfer agent and registrar against
the transfer of the covered shares except in compliance with the foregoing restrictions and to the addition of a legend to Subscriber’s
Shares describing the foregoing restrictions.


 






     


     


    

 


5.            Registration
Statement. Prior to or concurrently with the Closing, the parties shall enter into a joinder, or otherwise become a party,
to the Registration Rights Agreement, dated as of June 26, 2019, by and among the Issuer, Churchill Sponsor II, LLC and the
other parties thereto (the “Registration Rights Agreement”).


 


6.            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.


 


7.            Miscellaneous.


 


7.1            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.


 


7.1.1            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.


 


7.1.2            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.


 


7.1.3            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.


 


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


 


7.1.5            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.


 






     


     


    

 


7.2            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:


 


LODBROK CAPITAL LLP

AS INVESTMENT MANAGER FOR AND ON BEHALF OF: (i) LODBROK EUROPEAN CREDIT OPPORTUNITIES SARL, (ii) MERCER QIF FUND PLC
 – MERCER INVESTMENT FUND, AND (iii) CROWN MANAGED ACCOUNTS SPC – CROWN/LODBROK SEGREGATED PORTFOLIO

C/O 55 ST JAMES’S STREET, LONDON

SW1A 1LA, UNITED KINGDOM


 


(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


 


7.3            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.


 


7.4            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.


 






     


     


    

 


7.5            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.


 


7.6            Benefit.


 


7.6.1            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.


 


7.7            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.


 


7.8            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 7.2 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 7.8, 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.


 






     


     


    

 


7.9            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.


 


7.10            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.


 


7.11            Remedies.


 


7.11.1            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 7.8, 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 7.11 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.


 






     


     


    

 


7.11.2            The
parties acknowledge and agree that this Section 7.11 is an integral part of the transactions contemplated hereby and
without that right, the parties hereto would not have entered into this Subscription Agreement.


 


7.11.3            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.


 


7.12            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.


 


7.13            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.


 


7.14            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.


 






     


     


    

 


7.15            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.


 


7.16            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.


 


7.17            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.


 


8.            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).


 






     


     


    

 


9.            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 9
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.


 


10.            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.


 


11.            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:


 


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


 


11.1.2            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


 


11.1.3            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]


 






     


     


    

 


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 12 day of October, 2020.  
	 
	SUBSCRIBER:  	 	
	 	 	 
	 Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable: 
	By:	Lodbrok Capital LLP	 	
	By:	/s/Dushy Selvaratnam	 	By:	       
	Name:	 	 	Name:	 
	Title:	Chief Operating Officer    	 	Title:	 
	 	 	 
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:  
	(i) LODBROK EUROPEAN CREDIT OPPORTUNITIES SARL 1,447,600 SHARES	 	 
	(ii) MERCER QIF FUND PLC – MERCER INVESTMENT FUND 335,880 SHARES	 	(Please Print. Please indicate name and capacity of person signing above)
	(iii) CROWN MANAGED ACCOUNT SPC – CROWN/LODBROK SEGREGATED PORTFOLIO 216,520 SHARES	 	 
		 	 
	(Please print. Please indicate name and 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.”


 


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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;


 


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


 


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


 


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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;


 


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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;


 


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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;


 


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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”;


 


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


 


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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;


 


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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;


 






     


     


    

 


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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;


 


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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;


 


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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


 


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