Exhibit 10.8


 


FORWARD PURCHASE AGREEMENT 


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of , 2021, by and among Founder SPAC a Cayman Islands exempted company (the “Company”), and the
party listed as the purchaser on the signature page hereof (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 Registration Statement on Form S -1 (File No. 333-258158) (the “Registration Statement”)
                                            for its initial public offering (“IPO”) of units (the “Units”)
                                            at a price of $10.00 per Unit, where each Unit is comprised of one Class A ordinary share
                                            of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
                                            and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable
                                            to purchase one Class A Ordinary Share at an exercise price of $11.50 per share (each such
                                            whole redeemable warrant, a “Warrant”);


 


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


 


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 may issue and sell, and the Purchaser may purchase, on a private placement basis, an aggregate of up
to such number of Class A Ordinary Shares with an aggregate value of $20,000,000 as determined herein (the “Forward Purchase
Shares”) and on the terms and conditions set forth herein.


 


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 Shares.


 


(i) Subject to the terms and conditions set forth
in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000
Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000
(the “FPS Purchase Price”).


 


(ii) The Company shall have the option, exercisable
in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof
by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10)
Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall
specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the
Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the
Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the
Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the
event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business
Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”),
the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before
the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur
within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser
the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement
or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and
use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation
of the proposed Business Combination, except in the event that Purchaser has not received internal investment committee approval to purchase
such Forward Purchase Securities on or before the Purchase Deadline, in which case it shall be under no such obligation. For the 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.


 






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(iii) The Purchaser shall have the option, exercisable
in its sole discretion, to request that the Company issue and sell to the Purchaser the Forward Purchase Shares pursuant to Section
1(a)(i) hereof by delivering written notice (the “Purchaser Election Notice”) at least fifteen (15) Business Days
before the funding of the FPS Purchase Price to an account specified by the Company. The Purchaser Election Notice shall specify the
anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Company issue
and sell and the aggregate FPS Purchase Price for such Forward Purchase Shares. Subject to the Company first receiving internal board
approval to issue and sell such Forward Purchase Shares, the Company shall thereafter issue and sell such Forward Purchase Shares on
the terms set forth in this Section 1.(a)(iii). Except in the event that the Company has not received internal board approval
to issue and sell such Forward Purchase Shares two (2) Business Days before the anticipated date of the Business Combination Closing
specified in such written notice (the “Sale Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash
via wire transfer to an account specified by the Company on or before the Sale Deadline, to be held in escrow pending the Business Combination
Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price
to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase
Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Company
agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such
notice as necessary to facilitate the consummation of the proposed Business Combination, except in the event that the Company has not
received internal board approval to issue and sell such Forward Purchase Securities on or before the Sale Deadline, in which case it
shall be under no such obligation.


 


(iv) A closing of the sale of the Forward Purchase
Shares (the “FPS Closing”) shall be held on the same date as, and immediately prior to, the Business Combination Closing
(such date being referred to as the “Closing Date”). At the FPS Closing, the Company will issue to the Purchaser the
Forward Purchase Shares each registered in the name of the Purchaser.


 


(b) Delivery of Forward Purchase Shares.


 


(i) The Company shall register the Purchaser as the
owner of the Forward Purchase Shares purchased by the Purchaser hereunder 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 FPS Closing.


 


(ii) Each book entry for the Forward Purchase Shares
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.”


 


(c) Legend Removal. If the Forward Purchase
Shares 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 Shares without any such legend;
provided, however, that the Company shall 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 Shares in violation of applicable law.


 






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(d) Registration Rights. The Purchaser shall
have registration rights with respect to the Forward Purchase Shares 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 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. 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 Purchaser in connection with the consummation of the transactions contemplated
by this Agreement.


 


(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 Shares 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 Shares. If the Purchaser was formed for the specific purpose of acquiring the
Forward Purchase Shares, 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 Shares, as well as the terms of the IPO, with the Company’s management.


 






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(g) Restricted Securities. The Purchaser understands
that the offer and sale of the Forward Purchase Shares 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 Shares 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 Shares 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 Shares, 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 Shares,
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 Shares 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 Shares.


 


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


 


(i) High Degree of Risk. The Purchaser understands
that its agreement to purchase the Forward Purchase Shares 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 Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Forward Purchase Shares, (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 Shares. The Purchaser’s subscription and payment for and
continued beneficial ownership of the Forward Purchase Shares will not violate any applicable securities or other laws of the Purchaser’s
jurisdiction.


 


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


 


(m) Residence. The principal place of business
of the Purchaser is the office located at the address of the Purchaser set forth on the signature page 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.


 


(o) Adequacy of Financing. The Purchaser has
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.


 






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(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 Shares, 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 a corporation 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) 479,000,000 Class A Ordinary Shares, none of
which are issued and outstanding;


 


(ii) 20,000,000 Class B ordinary shares of the Company,
par value $0.0001 per share (the “Class B Ordinary Shares”), 7,906,250 of which are issued and outstanding; and all
of the outstanding Class B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable laws; and


 


(iii) 1,000,000 preference shares, 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 Shares at the FPS Closing, has been taken or will be taken prior to the FPS 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 FPS Closing, and the issuance and delivery
of the Forward Purchase Shares has been taken or will be taken prior to the FPS 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.


 


(d) Valid Issuance of Forward Purchase Shares.


 


(i) The Forward Purchase Shares, when issued, sold
and delivered in accordance with the terms and for the consideration set forth in this Agreement, 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 Shares 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).


 






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(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 certificate of incorporation, as it
may be amended from time to time (the “Charter”) 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.


 


(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 offerings of the Forward Purchase Shares.


 


(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 Shares.


 


(l) 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 Shares, 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.


 






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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 Ordinary 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) Redemption and Liquidation. The Purchaser
hereby waives, with respect to any Forward Purchase Shares held by it, any redemption rights it may have in connection with (i) the consummation
of a Business Combination, including any such rights available in the context of a shareholder vote to approve such Business Combination
and (ii) any shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to redeem 100% of the Company’s Class A Ordinary Shares if the Company does not complete its Business Combination within 15 months
(or up to 18 months if the Company extends the period of time to consummate a Business Combination in accordance with the Charter) after
the closing of the IPO or (B) with respect to any other provisions relating to the rights of the Company’s Class A Ordinary Shares,
it being understood that the Purchaser shall be entitled to redemption and liquidation rights with respect to any Class A Ordinary Shares
held by it other than the Forward Purchase Shares.


 


(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 Ordinary Shares owned by it in favor of any proposed Business Combination. If the Purchaser fails
to vote any Class A Ordinary Shares it is required to vote hereunder in favor of a Proposed Business Combination, the Purchaser hereby
grants 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.


 


(d) 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.


 


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.


 






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


 


(c) No Amendments to Charter. The amended
and restated certificate of incorporation 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. Lock-up.
The Purchaser agrees not to transfer, assign or sell any of the Forward Purchase Shares during
the period commencing on the date of the IPO Closing and ending on the earlier of (A) one year after the completion
of the Initial Business Combination and (B) subsequent to the Initial Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or
other property.


 


7. FPS Closing Conditions. 


 


(a) The obligation of the Purchaser to purchase the
Forward Purchase Shares at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS 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 Shares;


 


(ii) The Company shall have delivered to such Purchaser
a certificate evidencing the Company’s good standing as a Delaware corporation, as of a date within ten (10) Business Days of the
Closing Date;


 


(iii) 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
FPS 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;


 


(iv) 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 FPS Closing; and


 


(v) 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 Shares.


 


(b) The obligation of the Company to sell the Forward
Purchase Shares at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS 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 Shares;


 


(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
FPS 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 FPS 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 Shares.


 






    8


     


    

 


8. Termination. This Agreement may be terminated
at any time prior to the FPS Closing:


 


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


 


(b) automatically


 


(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 15 months (or up to 18 months the Company extends the period of time to consummate a Business Combination in accordance with the
Charter) from the IPO Closing, or such later date as may be approved by the Company’s shareholders in accordance with the Charter.


 
In the event of any termination of this Agreement
pursuant to this Section 8, 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 8 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.




 


9. 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,
and (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. All communications sent to the Company shall be sent to: Founder SPAC, 11752 Potomac Drive, Potomac Maryland
20854, Attn: Osman Ahmed, with a copy to the Company’s counsel at: Winston & Strawn LLP, 800 Capitol St., Suite 2400, Attn:
Mike Blankenship, email: mblankenship@winston.com.


 


All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereof, 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).


 


(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 FPS Closing.


 






    9


     


    

 


(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 Shares 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 Purchaser; provided, further, that no such assignment or
delegation shall relieve the Purchaser of its obligations hereunder (including its obligation to purchase the Forward Purchase Shares
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.


 


(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.


 


(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.


 






    10


     


    

 


(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 Shares.


 


(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.


 









    11


     


    




 


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


 


	 	FOUNDER
                                            SPAC



	 	 	 
	 	By:   	            
	 	 	Name:  Osman
    Ahmed 
	 	 	Title:    Chief
    Executive Officer


   


	 	METEORA
                                            CAPITAL PARTNERS, LP



	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:   





 






    12


     


    

 


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 the resale (including any successor registration statement covering the resale of the Registrable Securities,
a “Resale Shelf”) of (x) the Forward Purchase Shares 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 cause
such Resale Shelf to be on Form S-1 or on another appropriate form and undertake to convert the Resale Shelf to or refile the Resale
Shelf 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 ninety (90) 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 earlier 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 $25,000,000 (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.


 


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.


 






    A-1


     


    

 


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 Persons other than the
Holders who have registration rights (“Other Holders”), relating to an Underwritten Offering of Class A Ordinary Shares
(a “Company Offering”), then the Company will provide the Holders with notice in writing (an “Offer Notice”)
at least three (3) 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 reasonably
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 $75,000 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 two Secondary Offerings in any consecutive
three-hundred sixty-five (365) day-period.


 


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 that 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 to be concluded as
promptly as reasonably practicable.


 






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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 (including the existence of 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.


 


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.


 






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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 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 Charter of the Company


 


See attached. 


 






    B-1