Exhibit 10.9


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of October , 2020, by and among Bluescape Opportunities
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Bluescape Sponsor LLC, a Delaware
Limited Liability Company (the “Purchaser”).


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement
on Form S-1 (File No. 333-248551) (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one Class A ordinary share of
the Company, par value $0.0001 per share (a “Class A Share”), and one-half of one redeemable warrant,
where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share;


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination;


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase,
on a private placement basis, units (the “Forward Purchase Securities”) comprised of one Class A Share
and one-half of one warrant to purchase one Class A Share (the “Forward Purchase Warrants”) at an exercise
price of $11.50 on the terms and conditions set forth herein; and


 


WHEREAS, the Company
has entered into or intends to concurrently with entering into this Agreement enter into an agreement in the form of this Agreement
(the “Zimmer Forward Purchase Agreement”) with ZP Master Utility Fund, Ltd., a Cayman Islands exempted
company (the “Zimmer Entity”) for the purchase by Sponsor of 27,000,000 units, at a price of $10.00 per
unit, each comprised of one Class A Share and one-half of one warrant to purchase one Class A Share at an exercise price of $11.50
(the “Zimmer Forward Purchase Securities”) immediately prior to the Business Combination Closing.


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.            
Sale and Purchase.


 


(a)          
Forward Purchase Securities.


 


(i)            
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to a maximum of
3,000,000 Forward Purchase Securities (the “Maximum Units”) at a purchase price of $10.00 per Forward
Purchase Security, up to a maximum aggregate purchase price of $30,000,000 (the “FPS Purchase Price”).


 






     


     


    

 


(ii)          
Each Forward Purchase Warrant will have the same terms as the Company’s private placement warrants, purchased by the
Zimmer Entity and Purchaser in a private placement occurring simultaneously with the closing of the IPO, and will be subject to
the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust
Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).


 


(iii)          
The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder
shall be determined as follows:


 


(1)           
As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into
a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company
shall provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser
to purchase the Maximum Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery
of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable
Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the approval
of its investment committee to consummate the purchase of the Forward Purchase Securities hereunder.


 


(2)          
Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with
notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number
of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Units,
which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject
to the terms and conditions of this Agreement.


 


(3)          
At least two (2) Business Days before the Business Combination Closing, the Company shall provide the Purchaser with an
updated notice (the “Final Company Notice”) including:


 


a.                  
its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption
or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase
pursuant to this Agreement;


 


b.                 
the anticipated date of the Business Combination Closing; and


 


c.                  
instructions for wiring the FPS Purchase Price.


 


(4)          
At least one (1) Business Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated
notice (the “Final Purchaser Notice”) of the number of Forward Purchase Securities it will be obligated
to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number (x)
shall not be less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase
pursuant to Section 1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities
that the Company desires the Purchaser to purchase as specified in the Final Company Notice and (y) may be, at the option of the
Purchaser, up to the Maximum Units.


 






    2


     


    

 


(iv)          
In the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned,
the procedures completed pursuant to clause (iii) above to determine the number of Forward Purchase Securities to be purchased
by the Purchaser in connection with such Business Combination Agreement shall be disregarded and the provisions of clause (iii)
above must be separately completed for each Business Combination Agreement entered into by the Company.


 


(v)          
The closing of the sale of Forward Purchase Securities (the “Forward Closing”) shall be held on
the same date and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing
Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company
the FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the
account specified by the Company in the Final Company Notice to be held in escrow until the Forward Closing. Immediately prior
to the Forward Closing on the Forward Closing Date, (i) the FPS Purchase Price shall be released from escrow automatically and
without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase
Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those
arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its
delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing
does not occur within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company
shall promptly (but not later than one (1) Business Day thereafter) return the FPS Purchase Price to the Purchaser. For purposes
of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a
legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the
City of New York, New York.


 


(b)          
Delivery of Forward Purchase Securities.


 


(i)            
The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder
in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but in
no event more than two (2) Business Days after) the date of the Forward Closing.


 


(ii)          
Each register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation,
and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend,
in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 






    3


     


    

 


(c)          
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and
without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act
of 1933, as amended (the “Securities Act”), then at the Purchaser’s request, the Company will,
at its sole expense, cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii) hereof. In connection
therewith, if required by the Company’s transfer agent, the Company 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 transfer such Forward Purchase Securities without any such legend;
provided, however, that the Company will not be required to deliver any such opinion, authorization or certificate
or direction if it reasonably believes that removal of the legend could reasonably be expected to result in or facilitate transfers
of Forward Purchase Securities in violation of applicable law.


 


(d)          
Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities
as set forth on Exhibit A (the “Registration Rights”).


 


2.             
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as
of the date hereof:


 


(a)          
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction)
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)          
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when
executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or
(iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or
state securities laws.


 


(c)          
Governmental Consents and Filings. Assuming that the Business Combination Agreement and the transactions contemplated
thereby and hereby will be structured in a manner such that the consent of the Federal Energy Regulatory Commission pursuant to
Section 203 of the Federal Power Act will not be required in connection therewith, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority
is required (other than a potential Hart-Scott-Rodino Antitrust Improvements Act of 1976 filing) on the part of the Purchaser in
connection with the consummation of the transactions contemplated by this Agreement.


 






    4


     


    

 


(d)        
Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement
and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default
(i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to
which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it
is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of
any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)),
which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this
Agreement.


 


(e)          
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing
this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement
or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to
any of the Forward Purchase Securities. If the Purchaser was formed for the specific purpose of acquiring the Forward Purchase
Securities, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. For purposes of this Agreement, “Person” means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any
department or agency thereof.


 


(f)           
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms
of the IPO, with the Company’s management.


 


(g)          
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities
to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to
these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified
by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges
that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the
Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The
Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities,
and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no
obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the
IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities hereunder is not, and is not intended
to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with
respect to such offering of the Forward Purchase Securities.


 






    5


     


    

 


(h)          
No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities,
and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i)           
High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities
involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)           
Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.


 


(k)          
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the
U.S. Internal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance
of the laws of its jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of
this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption,
sale, or transfer of the Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial
ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s
jurisdiction.


 


(l)           
No General Solicitation. Neither the Purchaser, nor, to its knowledge, any of its officers, directors, employees,
agents, stockholders or partners has either directly or indirectly, including through a broker or finder, (i) engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(m)         
Residence. The principal place of business of the Purchaser is the office located at the address of the Purchaser
set forth in Section 8(a) hereof.


 


(n)          
Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect
to the treatment of material non-public information relating to the Company.


 






    6


     


    

 


(o)          
Adequacy of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient
funds to satisfy its obligations under this Agreement.


 


(p)          
Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any
underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


(q)          
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties
contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person
acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any
of the Company’s affiliates (collectively, the “Company Parties”).


 


3.            
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)          
Incorporation and Corporate Power. The Company is an exempted company duly incorporated and validly existing
and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)          
Capitalization. The authorized share capital of the Company consists, as of the date hereof, of:


 


(i)            
500,000,000 Class A Shares, none of which are issued and outstanding;


 


(ii)          
50,000,000 Class B ordinary shares of the Company, par value $0.0001 per share, 20,125,000 of which are issued and outstanding;
and all of the outstanding Class B ordinary shares of the Company have been duly authorized, are fully paid and nonassessable and
were issued in compliance with all applicable laws; and


 


(iii)           
5,000,000 preference shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(c)           
Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders
in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing,
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior
to the Forward Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable
upon conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the Forward Closing, as
applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights
may be limited by applicable federal or state securities laws.


 






    7


     


    

 


(d)          
Valid Issuance of Forward Purchase Securities.


 


(i)           
The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement and registered in the register of members of the Company, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and
this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable
and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.


 


(ii)            
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined
below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)           
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the
Purchaser in this Agreement, 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 Company in connection with the
consummation of the transactions contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities
Act, applicable state securities laws, and pursuant to the Registration Rights.


 


(f)           
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions
of the Company’s memorandum and articles of association, as they may be amended from time to time (the “Articles”)
or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by
which the Company is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which the Company
is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which the Company is
bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than
clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement.


 






    8


     


    

 


(g)          
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company
will not conduct, any operations other than organizational activities and activities in connection with the IPO and offering of
the Forward Purchase Securities.


 


(h)          
Foreign Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer,
agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company
(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government
official or employee.


 


(i)           
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money
laundering laws, rules and regulations, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.


 


(j)           
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such.


 


(k)          
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
has either directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l)            
Issuance Totals. Prior to or concurrently with the execution and delivery of this Agreement the Company has
or is entering into the Sponsor Forward Purchase Agreement.


 






    9


     


    

 


(m)         
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties
contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made,
makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, the offering,
sale and purchase of the Forward Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim
any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in
Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim
that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.


 


4.            
Additional Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)          
Trust Account.


 


(i)            
The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any
other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any,
the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares”) held
by it.


 


(ii)          
The Purchaser hereby agrees that 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, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall not pursue such Claim against the Trust Account or against the property or any monies in the Trust Account, except for redemption
and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(b)         
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf
or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the
Business Combination Closing. For purposes of this Section 4(b), “Short Sales” shall include, without
limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges (other
than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts,
calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers.


 


(c)          
Voting. The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it
in favor of any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder
in favor of a Proposed Business Combination, the Purchaser hereby grants hereunder to the Company and any representative designated
by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of
the Purchaser, which power of attorney shall be deemed to be coupled with an interest.


 






    10


     


    

 


5.            
Additional Agreements of the Company.


 


(a)          
No Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection
with this Agreement will, upon the IPO Closing, constitute material non-public information of the Company.


 


(b)         
NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the
Class A Shares on the NYSE (or another national securities exchange).


 


(c)          
No Amendments to the Articles. The amended and restated memorandum and articles of association of the Company
will be in substantially the same form of Exhibit B hereto and will not be amended in any material respect prior to the
IPO Closing without the Purchaser’s prior written consent.


 


6.            
Forward Closing Conditions.


 


(a)           
The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement
shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the
extent permitted by applicable laws, may be waived by the Purchaser:


 


(i)           
The Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of
the Forward Purchase Securities;


 


(ii)           
The Purchaser and any applicable Transferee shall have obtained the approval of its respective investment committee to consummate
the purchase of the FPS Purchase Price;


 


(iii)          
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Cayman
Islands exempted company, as of a date within ten (10) Business Days of the Business Combination Closing;


 


(iv)         
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct
as of the date hereof and shall be true and correct as of the Forward Closing, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made
by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be
so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement;


 






    11


     


    

 


(v)          
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing;


 


(vi)          
No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any
governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal
restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities;
and


 


(vii)        
Sponsor shall have performed, satisfied and complied in all respects with its obligations under the Sponsor Forward Purchase
Agreement and shall have concurrently funded the purchase of the Sponsor Forward Purchase Securities concurrently with the purchase
of the Forward Purchase Securities pursuant to this Agreement.


 


(b)          
The obligation of the Company to sell the Forward Purchase Securities at the Forward Closing under this Agreement
shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the
extent permitted by applicable laws, may be waived by the Company:


 


(i)            
The Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of
the Forward Purchase Securities;


 


(ii)          
The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct
as of the date hereof and shall be true and correct as of the Forward Closing, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made
by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be
so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated
by this Agreement;


 


(iii)         
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv)         
No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any
governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal
restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


7.            
Termination. This Agreement may be terminated at any time prior to the Forward Closing:


 


(a)          
by mutual written consent of the Company and the Purchaser; or


 


(b)          
automatically


 






    12


     


    

 


(i)            
if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


(ii)          
if the Business Combination is not consummated within 24 months from the IPO Closing, or such later date as may be approved
by the Company’s shareholders in accordance with the Articles.


 


In the event of any termination
of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and all
Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions
provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect,
without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners,
managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that
nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful
breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(a)
shall survive termination of this Agreement.


 


8.            
General Provisions.


 


(a)          
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified,
(b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent
during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt.


 


(i)            
All communications sent to the Company shall be sent to: Bluescape Opportunities Acquisition Corp., 200 Crescent Court,
19th Floor, Dallas, Texas 75201, Attn: C. John Wilder, email: cjwilder@bluescapegroup.com, with a copy to the Company’s counsel
at: Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler, Esq. and Brooks W. Antweil,
email: cnagler@kirkland.com and brooks.antweil@kirkland.com, fax: (212) 446-4900, or to such e-mail address, facsimile number (if
any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(ii)           
All communications to the Purchaser shall be sent to shall be sent to: Bluescape Sponsor LLC, 200 Crescent Court, 19th Floor,
Dallas, Texas 75201, Attn: C. John Wilder, email: cjwilder@bluescapegroup.com, with a copy to the Purchaser’s counsel at:
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler, Esq. and Brooks
W. Antweil, email: cnagler@kirkland.com and brooks.antweil@kirkland.com, fax: (212) 446-4900, or to such e-mail address, facsimile
number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 






    13


     


    

 


(b)          
No Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank
or financial advisor who assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility
of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives
is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)           
Survival of Representations and Warranties. All of the representations and warranties contained herein shall
survive the Forward Closing.


 


(d)          
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered
pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e)          
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


(f)          
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Notwithstanding
the foregoing, the Purchaser may assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase
Securities to one or more other persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld
or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation
is to an affiliate of the Purchaser; provided, further, that no such assignment or delegation shall relieve the Purchaser
of its obligations hereunder and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject
to the terms and conditions hereof.


 


(g)          
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument.


 






    14


     


    

 


(h)          
Headings. The section headings contained in this Agreement are inserted for convenience only and will not
affect in any way the meaning or interpretation of this Agreement.


 


(i)           
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the
parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


(j)            
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state
courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose
of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action
or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District
Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
may not be enforced in or by such court.


 


(k)         
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


 


(l)           
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with
the prior written consent of the Company and the Purchaser.


 


(m)         
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability
of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


 


(n)          
Expenses. Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses
incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions
contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.
The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s
fees associated with the issuance and resale of the Forward Purchase Securities and the securities issuable upon conversion or
exercise of the Forward Purchase Securities.


 






    15


     


    

 


(o)         
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as
amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. 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 Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this 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.


 


(p)          
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q)          
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(r)           
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of
this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 






    16


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


PURCHASER:


 


BLUESCAPE SPONSOR LLC


 


	By:	 	 
	Name:	C.
    John Wilder	 
	Title:	Executive
    Chairman	 






 


COMPANY:


 


BLUESCAPE OPPORTUNITIES ACQUISITION
CORP.


 


	By:	 	 
	Name:	C.
    John Wilder	 
	Title:	Chief
    Executive Officer	 






 


[Signature Page to Forward Purchase
Agreement]


 






     


     


    

 


Exhibit A


 


Registration Rights


 


1.            
Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file
a registration statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale
of the Registrable Securities, a “Resale Shelf”) of (x) the Class A Shares and Forward Purchase Warrants
(and underlying Class A Shares) comprising the Forward Purchase Securities and (y) any other equity security of the Company issued
or issuable with respect to the securities referred to in clause (x) by way of a share capitalization or share split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such securities
are held by the Purchaser or its assignees under the Agreement (each, a “Holder”), the “Registrable
Securities”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration,
the Company shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities
Act promptly thereafter, but in no event later than sixty (60) days after the initial filing of the Resale Shelf, and (iii) to
maintain the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date on
which such securities are no longer Registrable Securities and (B) the date all of the Registrable Securities covered by the Resale
Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement
to be in compliance with Rule 144(c)(1) under the Securities Act.


 


2.            
The Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten
Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale Shelf
is intended to be conducted through a firm commitment underwritten offering (an “Underwritten Offering”);
provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written
consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the
Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings
at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within
the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release
date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest
of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which
is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this
paragraph 2 of this Exhibit A (each, a “Secondary Offering”) advise the Company and the Holders that,
in their good faith opinion, marketing factors require a limitation on the number of securities that may be included in such Secondary
Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Holders that have requested
to participate in such Secondary Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable
Securities requested to be included in such Secondary Offering by such Holders, and (ii) second, to the holders of any other securities
of the Company that have been requested to be so included.


 






    A-1


     


    

 


3.            
Upon receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them
as are then registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale
(whether or not such sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related
to such Resale Shelf as may be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.


 


4.            
In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) from registering all of the Registrable Securities
on the Resale Shelf or the Staff requires that any Holder be specifically identified as an “underwriter” in order to
permit such registration statement to become effective, and such Holder does not consent in writing to being so named as an underwriter
in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a
pro rata basis among all Holders to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities
to be registered is permitted by the Staff and such Holder is not required to be named as an “underwriter”; provided,
that any Registrable Securities not registered due to this paragraph 4 shall thereafter as soon as allowed by the SEC guidance
be registered to the extent the prohibition no longer is applicable.


 


5.            
If at any time the Company proposes to file a registration statement (a “Registration Statement”)
on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”),
relating to an Underwritten Offering of ordinary shares (a “Company Offering”), then the Company will
provide the Holders with notice in writing (an “Offer Notice”) at least five (5) Business Days prior
to such filing, which Offer Notice will offer to include in the Registration Statement the Registrable Securities held by each
Holder (the “Piggyback Securities”). Within three (3) Business Days after receiving the Offer Notice,
each Holder may make a written request (a “Piggyback Request”) to the Company to include some or all
of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise
the Company that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included
in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and
the Other Holders, if any; and (ii) second, to the Holders and any other holders of similar piggyback rights, based pro rata on
the value of the securities requested to be sold in such Company Offering by each requesting holder.


 


6.            
In connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other
actions in connection therewith (including those requested by Holders representing a majority-in-interest of the Registrable Securities
to be included in such Underwritten Offering) in order to facilitate the disposition of such Registrable Securities as are reasonably
necessary or required, and in such connection enter into a customary underwriting agreement that provides for customary opinions,
comfort letters and officer’s certificates and other customary deliverables.


 


7.            
The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare,
file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses
of any Secondary Offering and any Company Offering, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA and any securities exchange on which the Registrable
Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii)
printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and expenses of
one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities participating in any
such Secondary Offering not to exceed $200,000 per Secondary Offering, but shall not include any incremental selling expenses relating
to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing
costs and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any legal counsel representing
the Holders; and provided that the Company shall only be responsible for expenses under clause (vi) with respect to three Secondary
Offerings in any consecutive three-hundred sixty-five (365) day-period.


 






    A-2


     


    

 


8.             
The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice
(“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i)
prohibited by the Company’s insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental
to the Company and its shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of
such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than ninety (90) days after
the date of such notice to the Holders; provided such period may be extended for an additional thirty (30) days with the consent
of Holders representing a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld;
provided further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any
twelve (12) month period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any
time after they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined
below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further
written notice to such effect (an “End of Suspension Notice”) from the Company to the Holders. The Company
shall act in good faith to permit any suspension period contemplated by this paragraph 8 to be concluded as promptly as reasonably
practicable.


 


9.            
The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of any
Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder
and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company
until such time as the information contained therein is or becomes public, other than as a result of disclosure by a Holder of
Registrable Securities in breach of the terms of this Agreement.


 


10.          
The Company shall indemnify and hold harmless the Holders, their respective directors and officers, partners, members, managers,
employees, agents, and representatives and each person, if any, who controls a Holder within the meaning of the Securities Act
and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent
permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable
costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or
other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under
the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out of, based
upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or
any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based
upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that
the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is
based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance
upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in
the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the
transfer of such securities by the Purchaser.


 






    A-3


     


    

 


11.          
The Company’s obligation under paragraph 1 of this Exhibit A is subject to each Holder’s furnishing to the Company
in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus,
or any amendment or supplement thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees,
agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained
in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for inclusion in
such Resale Shelf, related prospectus or amendment or supplement thereto, as applicable; provided that the obligation to indemnify
shall be individual, not joint and several, and shall be limited to the net amount of proceeds received by the applicable Holder
from the sale of Registrable Securities pursuant to the Resale Shelf.


 


12.         
The Company shall cooperate with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be,
as the Holders may reasonably request and registered in such names as each Holder may request.


 


13.          
If requested by Holders representing a majority-in-interest of the Registrable Securities, the Company shall as soon as
practicable, subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information
as each Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all
required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by Holders representing a majority-in-interest of the Registrable Securities.


 


14.          
As long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly
furnish the Holders with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company
further covenants that it shall take such further action as the Holders may reasonably request, all to the extent required from
time to time, to enable the Holders to sell the Class A Shares and Forward Purchase Warrants held by the Holders without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including
providing any legal opinions, to the extent such exemption is available to the Purchaser at such time. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements.


 






    A-4


     


    

 


Exhibit B


 


Form of Amended and Restated Memorandum
and Articles of Association of the Company


 


See attached.


 






    B-1