Exhibit 10.3


 


FORM OF BACKSTOP SUBSCRIPTION
AGREEMENT


 


This BACKSTOP SUBSCRIPTION
AGREEMENT (this “Backstop Subscription Agreement”) is entered into on October 13, 2021, by and between ACE Convergence
Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Backstop
Investor”).


 


WHEREAS, this Backstop Subscription
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented
or otherwise modified from time to time, the “Transaction Agreement”), by and among Issuer, Tempo Automation, Inc.,
a Delaware corporation (the “Company”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly
owned subsidiary of Issuer (“Merger Sub”), and the other parties thereto, pursuant to which, among other things, Merger
Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Issuer (collectively,
the “Transaction”);


 


WHEREAS, prior to the closing
of the Transaction (and as more fully described in the Transaction Agreement), Issuer will domesticate as a Delaware corporation in accordance
with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020 Revision)
(the “Domestication”);


 


WHEREAS,
in connection with the Transaction, and subject to the limitations set forth in Section 1 hereof, Issuer is
seeking the commitment from the Backstop Investor to purchase, following the Domestication and substantially concurrently with the closing
of the Transaction, shares of Issuer’s common stock, par value $0.001 per share, as such shares will exist as common stock following
the Domestication (the “Backstop Shares”), in a private placement for a purchase price of $10.00 per share (the “Per
Share Subscription Price”) to backstop certain redemptions by Company shareholders;


 


WHEREAS,
the aggregate purchase price to be paid by the Backstop Investor for the subscribed Backstop Shares pursuant to Section 1
hereof is referred to herein as the “Subscription Amount”; and


 


WHEREAS, substantially concurrently
with the execution of this Backstop Subscription Agreement, Issuer is entering into separate subscription agreements (collectively, the
 “Other Subscription Agreements”) with certain other investors (the “Other Investors”) (other than
pursuant to this Backstop Subscription Agreement) with an aggregate purchase price of $107,000,000.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, each of the Backstop Investor and Issuer acknowledges and agrees as follows:


 


1.                  
Subscription. Subject to the terms and conditions set forth in this Backstop Subscription Agreement, in the event that any
holder of the Issuer’s ordinary shares, contemporaneously with or prior to the vote of the Issuer’s shareholders in the extraordinary
general meeting of the Issuer to approve the Transaction, elects to have such holder’s ordinary shares redeemed by the Issuer, then,
if immediately prior to the consummation of the Transaction: (a) the PIPE Investment Amount (as defined in the Transaction Agreement)
actually received by Acquiror prior to or substantially concurrently with the Closing equals or exceeds $107,000,000; (b) the Available
Credit Amount (as defined in the Transaction Agreement) equals or exceeds $52,000,000; and (c) the condition precedent to the closing
of the Transaction set forth in Section 9.3(d) of the Transaction Agreement (the “Minimum Cash Condition”) would
not be satisfied if the Subscription Amount were equal to $0 (the amount of additional cash required to satisfy the Minimum Cash Condition,
the “Cash Shortfall Amount”), the Backstop Investor hereby irrevocably subscribes for and agrees to purchase from the
Issuer, at the Per Share Subscription Price, the number of Backstop Shares equal to the quotient of (x) the lesser of (A) the Cash
Shortfall Amount and (B) $25,000,000 divided by (y) $10.00, with such number of Backstop Shares to be rounded up to the nearest whole
number, and the Issuer agrees to sell such Backstop Shares to the Backstop Investor at the Per Share Subscription Price. The Backstop
Investor acknowledges and agrees that, as a result of the Domestication, the Backstop Shares that will be issued pursuant hereto shall
be shares of common stock in a Delaware corporation (and not shares in a Cayman Islands exempted company).


 






    


     


    

 


2.                  
Closing. The closing of the sale of the Backstop Shares contemplated hereby (the “Closing”) shall occur
on the closing date (the “Closing Date”) and is expected to occur substantially concurrent with the consummation of
the Transaction. Subject to the satisfaction or waiver of the conditions set forth in this Section 2 and in Section 3
below, upon delivery of written notice from (or on behalf of) Issuer to the Backstop Investor (the “Closing Notice”),
that Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on an expected Closing Date
that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Backstop Investor, the Backstop
Investor shall deliver to Issuer, on the expected Closing Date specified in the Closing Notice, the Subscription Amount by wire transfer
of United States dollars in immediately available funds to the account(s) specified by Issuer in the Closing Notice. On the Closing Date
and prior to the release of the Subscription Amount by the Backstop Investor, Issuer shall issue the Backstop Shares against payment of
the Subscription Amount to the Backstop Investor and cause the Backstop Shares to be registered in book entry form in the name of the
Backstop Investor on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer
restrictions of the Backstop Shares, in accordance with applicable securities laws of the states of the United States and other applicable
jurisdictions), and will provide to the Backstop Investor evidence of such issuance from Issuer’s transfer agent. For purposes of
this Backstop Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on
which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as Issuer remains domiciled
in Cayman Islands) are authorized or required by law to close. Prior to or at the Closing, Backstop Investor shall deliver to Issuer a
duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction
does not occur within two (2) business days after the Closing Date under this Backstop Subscription Agreement, Issuer shall promptly (but
not later than two (2) business days thereafter) return the Subscription Amount to the Backstop Investor by wire transfer of U.S.
dollars in immediately available funds to the account specified by the Backstop Investor, and any book entries for the Backstop Shares
shall be deemed repurchased and cancelled; provided that, unless this Backstop Subscription Agreement has been terminated pursuant
to Section 8 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve the Backstop
Investor of its obligation to purchase the Backstop Shares at the Closing.


 


3.                  
Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Backstop Shares pursuant
to this Backstop Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order
enjoining or prohibiting the issuance and sale of the Backstop Shares under this Backstop Subscription Agreement; (b) all conditions precedent
to the closing of the Transaction under the Transaction Agreement shall have been satisfied or waived (as determined by the parties to
the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled
at or substantially contemporaneously with the closing of the Transaction); (c)(i) solely with respect to the Backstop Investor’s
obligation to close, the representations and warranties made by Issuer, and (ii) solely with respect to Issuer’s obligation to close,
the representations and warranties made by the Backstop Investor, in each case, in this Backstop Subscription Agreement shall be true
and correct in all material respects as of the Closing Date other than (x) those representations and warranties which are qualified by
materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date,
and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects
(or, if qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case without
giving effect to the consummation of the Transactions; and (d)(i) solely with respect to the Backstop Investor’s obligation to purchase
the Backstop Shares pursuant to this Backstop Subscription Agreement, Issuer shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Backstop Subscription Agreement to be performed, satisfied or
complied with by it at or prior to the Closing, and (ii) solely with respect to the Issuer’s obligation to close, the Backstop Investor
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Backstop
Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


4.                  
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated
by this Backstop Subscription Agreement.


 






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5.             
Issuer Representations and Warranties. Issuer represents and warrants to the Backstop Investor that:


 


(a)                
Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands (to
the extent such concept exists in such jurisdiction). Issuer has all power (corporate or otherwise) and authority to own, lease and operate
its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Backstop
Subscription Agreement. As of the Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation
and in good standing under the laws of the State of Delaware.


 


(b)               
As of the Closing Date, the Backstop Shares will be duly authorized and, when issued and delivered to the Backstop Investor against
full payment therefor in accordance with the terms of this Backstop Subscription Agreement, the Backstop Shares will be validly issued,
fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under
Issuer’s certificate of incorporation (as in effect at such time of issuance) or under the Delaware General Corporation Law.


 


(c)                
This Backstop Subscription Agreement has been duly authorized, executed and delivered by Issuer and, assuming that this Backstop
Subscription Agreement constitutes the valid and binding agreement of the Backstop Investor, this Backstop Subscription Agreement is enforceable
against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles
of equity, whether considered at law or equity.


 


(d)               
The issuance and sale by Issuer of the Backstop Shares pursuant to this Backstop Subscription Agreement will not conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of Issuer or any of its subsidiaries pursuant to the terms of (i) any
indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Issuer or any of its subsidiaries
is a party or by which Issuer or any of its subsidiaries is bound or to which any of the property or assets of Issuer is subject that
would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Issuer
and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Backstop
Shares or the legal authority of Issuer to comply in all material respects with its obligations under this Backstop Subscription Agreement;
(ii) result in any violation of the provisions of the organizational documents of Issuer; or (iii) result in any violation of
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity
of the Backstop Shares or the legal authority of Issuer to comply in all material respects with its obligations under this Backstop Subscription
Agreement.


 


(e)                
As of their respective filing dates, all reports required to be filed by Issuer with the U.S. Securities and Exchange Commission
(the “SEC”) since July 24, 2020 (the “SEC Reports”) complied in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters
received by Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


(f)                 
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the issuance of the Backstop Shares pursuant to this Backstop Subscription Agreement, other than (i) filings with the SEC, (ii) filings
required by applicable state securities laws, (iii) the filings required in accordance with Section 13 of this Backstop Subscription
Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of Issuer’s stockholders,
and (v) the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(g)               
As of the date hereof, Issuer has not received any written communication from a governmental authority that alleges that Issuer
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(h)               
Assuming the accuracy of the Backstop Investor’s representations and warranties set forth in Section 6 of this Backstop
Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required
for the offer and sale of the Backstop Shares by Issuer to the Backstop Investor.


 


(i)                 
Neither Issuer nor any person acting on its behalf has offered or sold the Backstop Shares by any form of general solicitation
or general advertising in violation of the Securities Act.


 


(j)                 
As of the date hereof, the issued and outstanding Class A ordinary shares of Issuer are registered pursuant to Section 12(b) of
the Exchange Act. Following the Domestication, the Backstop Shares are expected to be registered under the Exchange Act.


 


(k)               
Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Backstop Shares
other than to the Placement Agents (as defined below).


 


6.            
Backstop Investor Representations and Warranties. The Backstop Investor represents and warrants to Issuer that:


 


(a)                
The Backstop Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or
an institutional “accredited investor” (within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act), in each
case, satisfying the applicable requirements set forth on Schedule A, (ii) is an “institutional account” (as defined in FINRA
Rule 4512(c)), (iii) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is aware that the sale is being
made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Backstop Shares only
for its own account and not for the account of others, or if the Backstop Investor is subscribing for the Backstop Shares as a fiduciary
or agent for one or more investor accounts, the Backstop Investor has full investment discretion with respect to each such account, and
the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such
account, and (iv) is not acquiring the Backstop Shares with a view to, or for offer or sale in connection with, any distribution thereof
in violation of the Securities Act. The Backstop Investor is not an entity formed for the specific purpose of acquiring the Backstop Shares.
The Backstop Investor has completed Schedule A following the signature page hereto and the information contained therein is accurate
and complete. Accordingly, the Backstop Investor understands that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C)
or (J).


 


(b)               
The Backstop Investor is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating
investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or
securities, including its participation in the Transaction and has exercised independent judgment in evaluating its participation in the
purchase of the Backstop Shares without reliance on Citigroup Global Markets Inc. (“Citi”) and Jefferies LLC (“Jefferies”
and together with Citi, the “Placement Agents” and individually, a “Placement Agent”) or any of
their respective affiliates, or any control persons, officers, directors, employees, agents or representatives of any of the foregoing.
Accordingly, the Backstop Investor understands that the offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and
(ii) the institutional customer exemption under FINRA Rule 2111(b). The Backstop Investor has determined based on its own independent
review and such professional advice as it deems appropriate that the Backstop Investor’s purchase of the Backstop Shares and participation
in the Transaction (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with
all investment policies, guidelines and other restrictions applicable to it, (C) have been duly authorized and approved by all necessary
action, (D) do not and will not violate or constitute a default under the Backstop Investor’s charter, by-laws or other constituent
document or under any law, rule, regulation, agreement or other obligation by which it is bound and (E) are a fit, proper and suitable
investment for the Backstop Investor, notwithstanding the substantial risks inherent in investing in or holding the Backstop Shares. The
Backstop Investor is able to bear the substantial risks associated with its purchase of the Backstop Shares, including but not limited
to loss of its entire investment therein.


 






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(c)                
The Backstop Investor acknowledges and agrees that the Backstop Shares are being offered in a transaction not involving any public
offering within the meaning of the Securities Act, that the Backstop Shares have not been registered under the Securities Act and that
Issuer is not required to register the Backstop Shares except as set forth in Section 7 of this Backstop Subscription Agreement.
The Backstop Investor acknowledges and agrees that the Backstop Shares may not be offered, resold, transferred, pledged or otherwise disposed
of by the Backstop Investor absent an effective registration statement under the Securities Act except (i) to Issuer or a subsidiary
thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation
S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities
Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions,
and that any certificates or book entry records representing the Backstop Shares shall contain a restrictive legend to such effect. The
Backstop Investor acknowledges and agrees that the Backstop Shares will be subject to these securities law transfer restrictions and,
as a result of these transfer restrictions, the Backstop Investor may not be able to readily offer, resell, transfer, pledge or otherwise
dispose of the Backstop Shares and may be required to bear the financial risk of an investment in the Backstop Shares for an indefinite
period of time. The Backstop Investor acknowledges and agrees that the Backstop Shares will not be eligible for offer, resale, transfer,
pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company
files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under applicable
SEC rules and regulations. The Backstop Investor shall not engage in hedging transactions with regard to the Backstop Shares unless in
compliance with the Securities Act. The Backstop Investor acknowledges and agrees that it has been advised to consult legal counsel and
tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Backstop Shares.


 


(d)               
The Backstop Investor acknowledges and agrees that the Backstop Investor is purchasing the Backstop Shares from Issuer. The Backstop
Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Backstop Investor
by or on behalf of Issuer, the Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors,
employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those
representations, warranties, covenants and agreements of Issuer expressly set forth in Section 5 of this Backstop Subscription
Agreement.


 


(e)                
The Backstop Investor acknowledges and agrees that the Backstop Investor has received, reviewed and understood the offering materials
made available to it in connection with the Transaction, and has received and has had an adequate opportunity to review, such financial
and other information as the Backstop Investor deems necessary in order to make an investment decision with respect to the Backstop Shares,
including, with respect to Issuer, the Transaction and the business of the Company and its subsidiaries. The Backstop Investor acknowledges
that certain information received was based on projections, and such projections were prepared based on assumptions and estimates that
are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in such projections. The Backstop Investor acknowledges that such
information and projections were prepared without the participation of the Placement Agents and that the Placement Agents do not assume
responsibility for independent verification of, or the accuracy or completeness of, such information or projections. Without limiting
the generality of the foregoing, the Backstop Investor acknowledges that it has reviewed Issuer’s filings with the SEC. The Backstop
Investor acknowledges and agrees that, without reliance upon the Placement Agents or any of their respective affiliates, or any control
persons, officers, directors, employees, agents or representatives of any of the foregoing, each of the Backstop Investor and the Backstop
Investor’s professional advisor(s), if any: (i) has conducted its own investigation of the Issuer, the Company and the Backstop
Shares and has not relied on any statements or other information provided by the Placement Agents concerning the Issuer, the Company or
the Backstop Shares or the offer and sale of the Backstop Shares; (ii) has had access to, and an adequate opportunity to review, financial
and other information as it deems necessary to make a decision to purchase the Backstop Shares; (iii) has been offered the opportunity
to ask questions of the Issuer and the Company and received answers thereto, including on the financial information, as it deemed necessary
in connection with its decision to purchase the Backstop Shares; and (iv) has made its own assessment and have satisfied itself concerning
the relevant tax and other economic considerations relevant to its investment in the Backstop Shares. The Backstop Investor further acknowledges
that the information provided to it is preliminary and subject to change, and that any changes to such information, including, without
limitation, any changes based on updated information or changes in terms of the Transaction, shall in no way affect the Backstop Investor’s
obligation to purchase the Backstop Shares hereunder.


 






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(f)                 
The Backstop Investor became aware of this offering of the Backstop Shares solely by means of direct contact between the Backstop
Investor and Issuer, the Company or a representative of Issuer or the Company, and the Backstop Shares were offered to the Backstop Investor
solely by direct contact between the Backstop Investor and Issuer, the Company or a representative of Issuer or the Company. The Backstop
Investor did not become aware of this offering of the Backstop Shares, nor were the Backstop Shares offered to the Backstop Investor,
by any other means. The Backstop Investor acknowledges that the Backstop Shares (i) were not offered by any form of general solicitation
or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any state securities laws. The Backstop Investor acknowledges that it is not relying upon, and has not relied
upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, the
Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing), other than the representations and warranties of the Issuer contained in Section 5
of this Backstop Subscription Agreement, in making its investment or decision to invest in the Issuer. The Backstop Investor is relying
exclusively on its own sources of information, investment analysis and due diligence (including professional advice that it deems appropriate)
with respect to the Transaction, the Backstop Shares and the business, condition (financial and otherwise), management, operations, properties
and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Based
on such information as the Backstop Investor has deemed appropriate and without reliance upon the Placement Agents, the Backstop Investor
has independently made its own analysis and decision to enter into the Transaction.


 


(g)               
The Backstop Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of
the Backstop Shares, including those set forth in Issuer’s filings with the SEC. The Backstop Investor has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Backstop Shares, and the
Backstop Investor has sought such accounting, legal and tax advice as the Backstop Investor has considered necessary to make an informed
investment decision. The Backstop Investor is able to fend for itself in the transactions contemplated herein, has exercised its independent
judgment in evaluating its investment in the Backstop Shares, is a sophisticated investor, experienced in investing in private equity
transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities, and the Backstop Investor has sought such accounting, legal and tax advice as the Backstop
Investor has considered necessary to make an informed investment decision. The Backstop Investor acknowledges that Backstop Investor shall
be responsible for any of the Backstop Investor’s tax liabilities that may arise as a result of the transactions contemplated by
this Backstop Subscription Agreement, and that neither Issuer nor the Company has provided any tax advice or any other representation
or guarantee regarding the tax consequences of the transactions contemplated by the Backstop Subscription Agreement.


 


(h)               
Alone, or together with any professional advisor(s), the Backstop Investor has been furnished with all materials that it considers
relevant to an investment in the Backstop Shares, has had a full opportunity to ask questions of and receive answers from Issuer or any
person or persons acting on behalf of Issuer concerning the terms and conditions of an investment in the Backstop Shares, has adequately
analyzed and fully considered the risks of an investment in the Backstop Shares and determined that the Backstop Shares are a suitable
investment for the Backstop Investor and that the Backstop Investor is able at this time and in the foreseeable future to bear the economic
risk of a total loss of the Backstop Investor’s investment in Issuer. The Backstop Investor acknowledges specifically that a possibility
of total loss exists.


 


(i)                 
In making its decision to purchase the Backstop Shares, the Backstop Investor has relied solely upon independent investigation
made by the Backstop Investor and the representations and warranties of Issuer in Section 5. Without limiting the generality of
the foregoing, the Backstop Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents
or any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the
foregoing concerning Issuer, the Company, the Transaction, the Transaction Agreement, this Backstop Subscription Agreement or the transactions
contemplated hereby or thereby, the Backstop Shares or the offer and sale of the Backstop Shares.


 


(j)                 
The Backstop Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Backstop Shares or made any findings or determination as to the fairness of this investment.


 






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


 


(l)                 
The execution, delivery and performance by the Backstop Investor of this Backstop Subscription Agreement are within the powers
of the Backstop Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any
order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking,
to which the Backstop Investor is a party or by which the Backstop Investor is bound, and will not violate any provisions of the Backstop
Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of
trust or partnership or operating agreement, as may be applicable. The signature of the Backstop Investor on this Backstop Subscription
Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized
to execute the same, and, assuming that this Backstop Subscription Agreement constitutes the valid and binding agreement of Issuer, this
Backstop Subscription Agreement constitutes a legal, valid and binding obligation of the Backstop Investor, enforceable against the Backstop
Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 


(m)              
Neither the Backstop Investor nor any of its officers, directors, managers, managing members, general partners or any other person
acting in a similar capacity or carrying out a similar function, is: (i) a person named on the Specially Designated Nationals and
Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned
persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar
list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom
(collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of,
one or more persons on a Sanctions List; (iii) organized, incorporated, established, located in, or a citizen, national, or the government,
including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region
of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European
Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank (collectively, a “Prohibited Investor”). The Backstop Investor represents that if it is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act
of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”),
that the Backstop Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT
Act. The Backstop Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions
administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to
the extent applicable to it. The Backstop Investor further represents that the funds held by the Backstop Investor and used to purchase
the Backstop Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.


 


(n)               
If the Backstop Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account
or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described
in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject
to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA
or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Backstop
Investor represents and warrants that (A) neither Issuer nor any of its affiliates has provided investment advice or has otherwise
acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Backstop Shares, and none of the parties to
the Transaction is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Backstop Investor’s
investment in the Backstop Shares; and (B) its purchase of the Backstop Shares will not result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law.


 






    7


     


    

 


(o)               
No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates, or any control
persons, officers, directors, employees, agents or representatives of any of the foregoing, in connection with the offer and sale of the
Backstop Shares.


 


(p)               
In connection with the issue and purchase of the Backstop Shares, the Placement Agents have not acted as the undersigned’s
financial advisor or fiduciary. The Backstop Investor acknowledges that neither the Placement Agents, nor any of its affiliates nor any
control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have made any independent
investigation with respect to the Issuer, the Company or its subsidiaries or any of their respective businesses, or the Backstop Shares
or the accuracy, completeness or adequacy of any information supplied to the Backstop Investor by the Issuer.


 


(q)               
None of the Placement Agents, nor any of their respective affiliates, nor any control persons, officers, directors, employees,
agents or representatives of any of the foregoing has (i) made and will not make any representation or warranty, whether express or implied,
of any kind or character and has not provided any advice or recommendation in connection with the Transaction, (ii) made any independent
investigation with respect to Issuer, the Company or its subsidiaries or any of their respective businesses, or the Backstop Shares or
the accuracy, completeness or adequacy of any information supplied to the Backstop Investor by Issuer, (iii) any responsibility with respect
to (A) any representations, warranties or agreements made by any person or entity under or in connection with the Transaction or any of
the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect
to any person) or any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other
matter concerning the Company or the Transaction, and (iv) any liability or obligation (including without limitation, for or with respect
to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the
Backstop Investors, Issuer, the Company or any other person or entity), whether in contract, tort or otherwise, to the Backstop Investor,
or to any person claiming through the Backstop Investor, in respect of the Transaction.


 


(r)                 
In connection with the issue and purchase of the Backstop Shares, the Placement Agents are acting solely as placement agents to
the Issuer in connection with the Transaction, and none of the Placement Agents, nor any of their respective affiliates, or any control
persons, officers, directors, employees, agents or representatives of any of the foregoing, are acting as an underwriter or in any other
capacity and is not and shall not be construed as a financial advisor or fiduciary for the Backstop Investor, the Issuer, the Company
or any other person or entity in connection with the Transaction.


 


(s)                
The Backstop Investor is aware that Citi is acting as a Placement Agent and is also acting as financial advisor to the Company
in connection with the Transaction. The Backstop Investor that Jefferies is acting as financial advisor and capital markets advisor to
the Issuer in connection with the Transaction and is also a Placement Agent. The Backstop Investor understands and acknowledges that Jefferies’
role as financial advisor and capital markets advisor to the Issuer may give rise to potential conflicts of interest or the appearance
thereof and that these conflicts may potentially conflict with, or be adverse to, the Backstop Investor’s interests. The Backstop
Investor hereby waives, to the fullest extent permitted by law, any claims it may have based on any actual or potential conflict of interest
or similar claim, whether known or unknown, contingent or otherwise and wherever and whenever arising in connection with, relating to
or arising from Jefferies acting as financial advisor and capital markets advisor to the Issuer.


 


(t)                 
The Backstop Investor has or has commitments to have and, when required to deliver payment to Issuer pursuant to Section 2
above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Backstop Shares pursuant
to this Subscription Agreement.


 


(u)               
The Backstop Investor acknowledges that the Placement Agents may have acquired, or may acquire, non-public information with respect
to Issuer, which the Backstop Investor agrees need not be provided to it.


 






    8


     


    

 


7.             
Registration Rights.


 


(a)                
Issuer agrees that, within thirty (30) business days following the Closing Date (such deadline, the “Filing Deadline”),
Issuer will submit to or file with the SEC a registration statement for a shelf registration on Form S-1 or Form S-3 (if Issuer is then
eligible to use a Form S-3 shelf registration) (the “Registration Statement”), in each case, covering the resale of
the Backstop Shares acquired by the Backstop Investor pursuant to this Backstop Subscription Agreement which are eligible for registration
(determined as of two business days prior to such submission or filing) (the “Registrable Backstop Shares”) and Issuer
shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing
thereof, but no later than the earlier of (i) the 120th calendar day following the filing date thereof if the SEC notifies Issuer
that it will “review” the Registration Statement (including a limited review) and (ii) the 10th business day after the
date Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed”
or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however,
that Issuer’s obligations to include the Registrable Backstop Shares in the Registration Statement are contingent upon Backstop
Investor furnishing in writing to Issuer such information regarding Backstop Investor or its permitted assigns, the securities of Issuer
held by Backstop Investor and the intended method of disposition of the Registrable Backstop Shares (which shall be limited to non-underwritten
public offerings) as shall be reasonably requested by Issuer to effect the registration of the Registrable Backstop Shares at least five
(5) business days in advance of the expected filing date of the Registration Statement, and Backstop Investor shall execute such documents
in connection with such registration as Issuer may reasonably request that are customary of a selling stockholder in similar situations,
including providing that Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable,
during any customary blackout or similar period or as permitted hereunder; provided that Backstop Investor shall not in connection
with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the
ability to transfer the Registrable Backstop Shares. Notwithstanding the foregoing, if the SEC prevents Issuer from including any or all
of the shares proposed to be registered under a Registration Statement due to limitations on the use of Rule 415 under the Securities
Act for the resale of the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement shall
register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the SEC.
In such event, the number of Shares to be registered for each selling stockholder named in such Registration Statement shall be reduced
pro rata among all such selling stockholders. In the event Issuer amends the Registration Statement in accordance with the foregoing,
Issuer will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration
statements to register the resale of those Registrable Shares that were not registered on the initial Registration Statement, as so amended.
For as long as the Backstop Investor holds Backstop Shares, Issuer will use commercially reasonable efforts to file all reports for so
long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and
reasonable cooperation, necessary to enable the undersigned to resell the Backstop Shares pursuant to Rule 144 of the Securities Act (in
each case, when Rule 144 of the Securities Act becomes available to the Backstop Investor). Any failure by Issuer to file the Registration
Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve Issuer
of its obligations to file or effect the Registration Statement as set forth above in this Section 7.


 


(b)          
At its expense Issuer shall:


 


(i)                 
except for such times as Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which Issuer determines to obtain, continuously effective with respect to Backstop Investor, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following:
(A) Backstop Investor ceases to hold any Registrable Backstop Shares, (B) the date all Registrable Backstop Shares held by Backstop
Investor may be sold without restriction under Rule 144, including, without limitation, any volume and manner of sale restrictions which
may be applicable to affiliates under Rule 144 and without the requirement for Issuer to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (C) two (2) years from the date of effectiveness of the Registration
Statement (the period of time during which Issuer is required hereunder to keep a Registration Statement effective is referred to herein
as the “Registration Period”);


 






    9


     


    

 


(ii)               
during the Registration Period, advise Backstop Investor, as expeditiously as practicable:


 


(1)               
when a Registration Statement or any amendment thereto has been filed with the SEC;


 


(2)               
after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose;


 


(3)               
of the receipt by Issuer of any notification with respect to the suspension of the qualification of the Registrable Backstop Shares
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(4)               
subject to the provisions in this Backstop Subscription Agreement, of the occurrence of any event that requires the making of any
changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading.


 


Notwithstanding anything to the contrary set forth
herein, Issuer shall not, when so advising Backstop Investor of such events, provide Backstop Investor with any material, nonpublic information
regarding Issuer other than to the extent that providing notice to Backstop Investor of the occurrence of the events listed in (1) through
(4) above constitutes material, nonpublic information regarding Issuer;


 


(iii)             
during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable;


 


(iv)            
during the Registration Period, upon the occurrence of any event contemplated in Section 7(b)(ii)(4) above, except
for such times as Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration
Statement, Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment
to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Backstop Shares included therein, such prospectus will not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(v)               
during the Registration Period, use its commercially reasonable efforts to cause all Registrable Backstop Shares to be listed on
each securities exchange or market, if any, on which the shares of common stock issued by Issuer have been listed;


 


(vi)              
during the Registration Period, use its commercially reasonable efforts to allow the Backstop Investor to review disclosure regarding
the Backstop Investor in the Registration Statement; and


 


(vii)            
during the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably
be requested by the Backstop Investor, consistent with the terms of this Backstop Subscription Agreement, in connection with the registration
of the Registrable Backstop Shares.


 






    10


     


    

 


(c)                
Notwithstanding anything to the contrary in this Backstop Subscription Agreement, Issuer shall be entitled to delay the filing
or effectiveness of, or suspend the use of, the Registration Statement if it determines that in order for the Registration Statement not
to contain a material misstatement or omission, (i) an amendment thereto would be needed to include information that would at that time
not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a
transaction by Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Issuer’s
board of directors reasonably believes would require additional disclosure by Issuer in the Registration Statement of material information
that Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would
be expected, in the reasonable determination of Issuer’s board of directors to cause the Registration Statement to fail to comply
with applicable disclosure requirements, or (iii) in the good faith judgment of the majority of the members of Issuer’s board of
directors, such filing or effectiveness or use of such Registration Statement, would be seriously detrimental to Issuer and the majority
of the members of Issuer’s board of directors concludes as a result that it is essential to defer such filing (each such circumstance,
a “Suspension Event”); provided, however, that Issuer may not delay or suspend the Registration Statement
on more than three occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total
calendar days in each case during any twelve-month period. Upon receipt of any written notice from Issuer of the happening of any Suspension
Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement
or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus)
not misleading, Backstop Investor agrees that (i) it will immediately discontinue offers and sales of the Registrable Backstop Shares
under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Backstop Investor
receives copies of a supplemental or amended prospectus (which Issuer agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in
such written notice delivered by Issuer unless otherwise required by law or subpoena. If so directed by Issuer, Backstop Investor will
deliver to Issuer or, in Backstop Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Backstop
Shares in Backstop Investor’s possession; provided, however, that this obligation to deliver or destroy all copies
of the prospectus covering the Registrable Backstop Shares shall not apply (A) to the extent Backstop Investor is required to retain
a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival
servers as a result of automatic data back-up.


 


(d)               
Indemnification.


 


(i)                 
Issuer agrees to indemnify, to the extent permitted by law, Backstop Investor (to the extent a seller under the Registration Statement),
its directors and officers and each person who controls Backstop Investor (within the meaning of the Securities Act or the Exchange Act),
to the extent permitted by law, against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses
(including reasonable and documented outside attorneys’ fees of one law firm (and one firm of local counsel)) caused by any untrue
or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement
(“Prospectus”) or preliminary Prospectus or any amendment thereof 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 (in the case of a Prospectus, in
the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any
information or affidavit so furnished in writing to Issuer by or on behalf of Backstop Investor expressly for use therein.


 






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(ii)               
In connection with any Registration Statement in which Backstop Investor is participating, Backstop Investor shall furnish (or
cause to be furnished) to Issuer in writing such information and affidavits as Issuer reasonably requests for use in connection with any
such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify Issuer, its directors and officers and
each person or entity who controls Issuer (within the meaning of the Securities Act or the Exchange Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not
misleading, but only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission)
in any information or affidavit so furnished in writing by on behalf of Backstop Investor expressly for use therein; provided,
however, that the liability of Backstop Investor shall be several and not joint with any Other Investor and shall be in proportion
to and limited to the net proceeds received by Backstop Investor from the sale of Registrable Backstop Shares giving rise to such indemnification
obligation.


 


(iii)             
Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation. 


 


(iv)              
The indemnification provided for under this Backstop Subscription Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified
party and shall survive the transfer of securities. 


 


(v)               
If the indemnification provided under this Section 7(d) from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however,
that the liability of the Backstop Investor shall be limited to the net proceeds received by Backstop Investor from the sale of Registrable
Backstop Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or
relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and
the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 7(d)(i), (ii) and (iii) above, any legal
or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this Section 7(d)(v) from any person or entity who was not guilty of such fraudulent misrepresentation.


 






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8.                  
Termination. This Backstop Subscription Agreement shall terminate and be void and of no further force and effect, and all
rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof,
upon the earliest to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms without
being consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Backstop Subscription Agreement,
(c) if the conditions to Closing set forth in Section 3 of this Backstop Subscription Agreement are not satisfied, or
are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Backstop
Subscription Agreement will not be or are not consummated at the Closing and (iv)the Agreement End Date (as defined in the Transaction
Agreement and as it may be extended as described therein) if the Closing has not occurred by such date; provided that nothing herein
will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled
to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Issuer shall notify
the Backstop Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination
of this Backstop Subscription Agreement in accordance with this Section 8, any monies paid by the Backstop Investor to Issuer
in connection herewith shall be promptly (and in any event within one business day after such termination) returned to the Backstop Investor.


 


9.                  
Backstop Investor Covenant. Backstop Investor hereby agrees that, from the date of this Backstop Subscription Agreement,
none of Backstop Investor, its controlled affiliates, or any person or entity acting on behalf of Backstop Investor or any of its controlled
affiliates or pursuant to any understanding with Backstop Investor or any of its controlled affiliates will engage in any Short Sales
with respect to securities of Issuer prior to the Closing Date. For purposes of this Section 9, “Short Sales”
shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under 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. Notwithstanding the foregoing, (i) nothing herein
shall prohibit other entities under common management with Backstop Investor that have no knowledge of this Backstop Subscription Agreement
or of Backstop Investor’s participation in the Transaction (including Backstop Investor’s controlled affiliates and/or affiliates)
from entering into any Short Sales and (ii) if Backstop Investor is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of Backstop Investor’s assets and the portfolio managers have no knowledge of the investment decisions
made by the portfolio managers managing other portions of Backstop Investor’s assets, the covenant set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Backstop Shares
covered by this Backstop Subscription Agreement.


 






    13


     


    

 


10.               
Trust Account Waiver. The Backstop Investor acknowledges that Issuer is a blank check company with the powers and privileges
to effect a merger, asset acquisition, reorganization or similar business combination involving Issuer and one or more businesses or assets.
The Backstop Investor further acknowledges that, as described in Issuer’s prospectus relating to its initial public offering dated
July 27, 2020 (the “IPO Prospectus”) available at www.sec.gov, substantially all of Issuer’s assets consist of
the cash proceeds of Issuer’s initial public offering and private placement of its securities, and substantially all of those proceeds
have been deposited in a trust account (the “Trust Account”) for the benefit of Issuer, its public shareholders and
the underwriter of Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account
that may be released to Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes
set forth in the IPO Prospectus. For and in consideration of Issuer entering into this Backstop Subscription Agreement, the receipt and
sufficiency of which are hereby acknowledged, the Backstop Investor hereby irrevocably waives any and all right, title and interest, or
any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and irrevocably agrees not to seek
recourse against the Trust Account as a result of, or arising out of, this Backstop Subscription Agreement. Backstop Investor agrees and
acknowledges that such irrevocable waiver is material to this Backstop Subscription Agreement and specifically relied upon by Issuer and
its affiliates to induce Issuer to enter in this Backstop Subscription Agreement, and each such party further intends and understands
such waiver to be valid, binding and enforceable against the Backstop Investor and its affiliates under applicable law. To the extent
Backstop Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to Issuer or its affiliates, which proceeding seeks, in whole or in part, monetary relief against Issuer or its affiliates, the Backstop
Investor hereby acknowledges and agrees that the Backstop Investor’s sole remedy shall be against funds held outside of the Trust
Account and that such claim shall not permit the Backstop Investor (or any person claiming on any of their behalves or in lieu of any
of the Backstop Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained
therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to Issuer or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions
therefrom) in violation of this Backstop Subscription Agreement, Issuer shall be entitled to recover from the Backstop Investor and its
affiliates, the associated legal fees and costs in connection with any such action, in the event Issuer or its affiliates, as applicable,
prevails in such action or proceeding. Notwithstanding any else in this Section 10, nothing herein shall be deemed to limit
the Backstop Investor’s right, title, interest or claim to the Trust Account by virtue of the Backstop Investor’s record or
beneficial ownership of any equity interests in Issuer acquired by any means other than pursuant to this Backstop Subscription Agreement.


 


11.               
Miscellaneous.


 


(a)                
Neither this Backstop Subscription Agreement nor any rights that may accrue to the Backstop Investor hereunder (other than the
Backstop Shares acquired hereunder, if any) may be transferred or assigned; provided that the Backstop Investor may assign its
rights and obligations under this Backstop Subscription Agreement to one or more of its affiliates (including other investment funds or
accounts managed or advised by the investment manager who acts on behalf of the Backstop Investor or an affiliate thereof); provided,
further, that no such assignment shall relieve the Backstop Investor of its obligations hereunder.


 


(b)               
Issuer may request from the Backstop Investor such additional information as Issuer may deem necessary to evaluate the eligibility
of the Backstop Investor to acquire the Backstop Shares and in connection with the inclusion of the Backstop Shares in the Registration
Statement, and the Backstop Investor shall provide such information as may reasonably be requested. The Backstop Investor acknowledges
that Issuer may file a copy of this Backstop Subscription Agreement with the SEC as an exhibit to a current or periodic report or a registration
statement of Issuer.


 


(c)                
The Backstop Investor acknowledges that Issuer and the Placement Agents (as third-party beneficiaries with the right to enforce
Section 4, Section 5, Section 6, Section 10, and Section 11 hereof on their
own behalf and not, for the avoidance of doubt, on behalf of Issuer) will rely on the acknowledgments, understandings, agreements, representations
and warranties of the Backstop Investor contained in this Backstop Subscription Agreement. Prior to the Closing, the Backstop Investor
agrees to promptly notify Issuer and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and
warranties of the Backstop Investor set forth herein are no longer accurate. The Backstop Investor acknowledges and agrees that each purchase
by the Backstop Investor of Backstop Shares from Issuer will constitute a reaffirmation of the acknowledgments, understandings, agreements,
representations and warranties herein (as modified by any such notification) by the Backstop Investor as of the time of such purchase.


 


(d)               
Issuer, the Placement Agents and the Backstop Investor are each entitled to rely upon this Backstop Subscription Agreement and
each is irrevocably authorized to produce this Backstop Subscription Agreement or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.


 


(e)                
All of the representations and warranties contained in this Backstop Subscription Agreement shall survive the Closing. All of the
covenants and agreements made by each party hereto in this Backstop Subscription Agreement shall survive the Closing until the applicable
statute of limitations or in accordance with their respective terms, if a shorter period.


 






    14


     


    

 


(f)                 
This Backstop Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8
above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the parties and third-party beneficiaries hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.


 


(g)               
This Backstop Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other
prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject
matter hereof. Except as set forth in Section 11(c) with respect to the persons referenced therein, this Backstop Subscription
Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.


 


(h)               
Except as otherwise provided herein, this Backstop Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs,
executors, administrators, successors, legal representatives and permitted assigns.


 


(i)                 
If any provision of this Backstop Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Backstop Subscription Agreement
shall not in any way be affected or impaired thereby and shall continue in full force and effect.


 


(j)                 
This Backstop Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and
by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(k)               
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Backstop
Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Backstop Subscription Agreement, without
posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Backstop Subscription
Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.
The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce the Backstop Investor’s obligations
to fund the Backstop Subscription Amount and the provisions of the Backstop Subscription Agreement of which the Company is an express
third-party beneficiary, in each case, on the terms and subject to the conditions set forth herein.


 


(l)                 
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK (OR, TO THE EXTENT SUCH
COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW YORK) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS BACKSTOP SUBSCRIPTION AGREEMENT
AND THE DOCUMENTS REFERRED TO IN THIS BACKSTOP SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY
WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT
THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE
THEREOF MAY NOT BE APPROPRIATE OR THAT THIS BACKSTOP SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS,
AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED
BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH
PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION,
SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 11(l) OF THIS BACKSTOP SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER
AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. THIS BACKSTOP SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE
REQUIRED THE APPLICATION OF THE LAW OF ANY OTHER STATE.


 






    15


     


    

 


(m)              
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS BACKSTOP SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS BACKSTOP SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS BACKSTOP SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS BACKSTOP SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(m).


 


12.               
Non-Reliance and Exculpation. The Backstop Investor acknowledges that it is not relying upon, and has not relied upon, any
statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any
of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the
foregoing), other than the statements, representations and warranties of Issuer expressly contained in Section 5 of this Backstop
Subscription Agreement, in making its investment or decision to invest in Issuer. The Backstop Investor acknowledges and agrees that none
of (i) any other investor pursuant to this Backstop Subscription Agreement or any Other Subscription Agreement (including the Other
Investors’ respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of
any of the foregoing) or (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing, shall have any liability to the Backstop Investor, or to any Other Investor,
pursuant to, arising out of or relating to this Backstop Subscription Agreement or any Other Subscription Agreement, the negotiation hereof
or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any
action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Backstop Shares or with
respect to any claim (whether in tort, contract or otherwise) for breach of this Backstop Subscription Agreement or in respect of any
written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or
alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Issuer, the
Company, the Placement Agents or any Non-Party Affiliate (as defined below) concerning the Issuer, the Company, the Placement Agents,
any of their respective controlled affiliates, this Backstop Subscription Agreement or the transactions contemplated hereby. For purposes
of this Backstop Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director,
employee, partner, member, manager, direct or indirect equityholder or affiliate of the Issuer, the Company, any Placement Agent or any
of the Issuer’s, the Company’s or the Placement Agents’ controlled affiliates or any family member of the foregoing.
The Backstop Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state
securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the
sale of Backstop Shares pursuant to this Backstop Subscription Agreement. On behalf of the Backstop Investor and its affiliates, the Backstop
Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses or disbursements related to the sale of Backstop Shares pursuant to this Backstop Subscription Agreement. The Backstop
Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum
which relates to, may arise out of, or is in connection with, the sale of Backstop Shares pursuant to this Backstop Subscription Agreement.
This undertaking is given freely and after obtaining independent legal advice.


 






    16


     


    

 


13.               
Press Releases. All press releases or other public communications relating to the transactions contemplated hereby between
Issuer and the Backstop Investor, and the method of the release for publication thereof, shall prior to the Closing be subject to the
prior approval of (i) Issuer, and (ii) to the extent such press release or public communication references the Backstop Investor or its
affiliates or investment advisers by name, the Backstop Investor, which approval shall not be unreasonably withheld or conditioned; provided,
that neither Issuer nor the Backstop Investor shall be required to obtain consent pursuant to this Section 13 to the extent any
proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the
obligation under this Section 13. The restriction in this Section 13 shall not apply to the extent the public announcement
is required by applicable securities law, any governmental authority or stock exchange rule; provided, that in such an event, the
applicable party shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and
timing.


 


14.               
Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service,
or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply,
such as an out-of-office notification), addressed as follows:


 


If to the Backstop Investor, to the address provided
on the Backstop Investor’s signature page hereto.


 


If to Issuer, to:


ACE Convergence Acquisition Corp.

1013 Centre Road, Suite 403S


Wilmington, DE 19805


Attention:            Behrooz Abdi

Email:                    behrooz@acev.io


 


with copies to (which shall not constitute notice), to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attention:            Michael Mies

Email:                     michael.mies@skadden.com


 


and


 


Tempo Automation, Inc.

2460 Alameda St


San
Francisco, CA 94103

Attention:            Ryan Benton

Email:                    rbenton@tempoautomation.com


 






    17


     


    

 


and


 


Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention:            Ryan J. Maierson

                               Thomas G. Brandt

Email:                    ryan.maierson@lw.com

                               thomas.brandt@lw.com


 


or to such other
address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute
notice.


 


[SIGNATURE PAGES FOLLOW]


 






    18


     


    

 





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


 


	Name of Backstop Investor:	 	State/Country of Formation or Domicile: 
	 	 	 
	 	 	 
	By: 	          	 	Date: 
	Name:	 	 
	Title:  	 	 
	 	 	 
	Backstop Investor’s EIN:  	 	 
	 	 	 
	 	 	 
	Business Address:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	Telephone No.:  	 	
    Telephone No.:



 


You must pay the Subscription Amount by wire transfer
of United States dollars in immediately available funds to the account specified by Issuer in the Closing Notice.


 


[Signature Page to Backstop
Subscription Agreement]


 








    


     


    

 





IN WITNESS WHEREOF, Issuer has accepted this Backstop
Subscription Agreement as of the date set forth below.


 


	 	ACE CONVERGENCE ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name: Behrooz Abdi
	 	 	Title: Chief Executive Officer



Date: October 13, 2021


 


[Signature Page to Backstop
Subscription Agreement]


 








    


     


    

 





SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS OF THE BACKSTOP
INVESTOR


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		☐	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


		1.	☐ We are an “accredited investor” (within the meaning
of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning
of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision
under which we qualify as an “accredited investor.”



 


		2.	☐ We are not a natural person.



 


Rule 501(a), in relevant part, states that an “accredited
investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes
within any of the below listed categories, at the time of the sale of the securities to that person. The Backstop Investor has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to the Backstop Investor and under which the Backstop
Investor accordingly qualifies as an “accredited investor.”


 


		☐	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;



 


		☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company,
or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;



 


		☐	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		☐	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or



 


		☐	Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.



 


This page should be completed by the
Backstop Investor

and constitutes a part of this Backstop Subscription Agreement.


 


[Schedule A to Backstop Subscription Agreement]