Exhibit 10.1


 


FORM OF BACKSTOP SUBSCRIPTION AGREEMENT


 


This BACKSTOP SUBSCRIPTION AGREEMENT (this “Backstop Subscription
Agreement”) is entered into as of October [•], 2021, by and between Seaport Global Acquisition Corp., a Delaware corporation
(the “Company”), and the undersigned (the “Subscriber” or “you”). Defined terms
used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined
below).


 


WHEREAS, the Company and the other parties named therein entered into
that certain Business Combination Agreement, dated as of May 16, 2021 and amended on September 24, 2021 (as further amended, modified,
supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant
to which, among other things, in the manner, and on the terms and subject to the conditions and exclusions set forth therein, Seaport
Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, will merge with and into Redwood Intermediate,
LLC, a Delaware limited liability company (“Redbox”), on the terms and subject to the conditions set forth therein
(the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transaction”),
with Redbox surviving the Merger as a wholly owned subsidiary of the Company;


 


WHEREAS, in connection with the Transaction, the Subscriber desires
to subscribe for and purchase from the Company a number of shares of the Company’s Class A Common Stock, par value $0.0001 per share
(“Company Common Stock”), equal to (a) if the aggregate funds redeemed from the Trust Account in connection with the
Acquiror Stockholder Redemption are in excess of $109,187,500.00 (such excess, the “Shortfall Amount”) and the Shortfall
Amount equals or exceeds $27,000,000, (i) [•], divided by (ii) 10.10, and (b) if the aggregate funds redeemed from the Trust Account
in connection with the Acquiror Stockholder Redemption are in excess of $109,187,500.00 and the Shortfall Amount is less than $27,000,000,
(i) the Shortfall Amount multiplied by [•]%, divided by (ii) 10.10, for a purchase price of $10.10 per share (the “Per
Share Price”), and the Company desires to issue and sell to the Subscriber the Shares in consideration of the payment of the
aggregate purchase price equal to the product of (a) the number of Shares to be purchased and (b) the Per Share Price (the “Applicable
Purchase Price”) by or on behalf of the Subscriber to the Company prior to the Closing (as defined below) in accordance with
Section 3.1 herein, all on the terms and conditions set forth herein. Shares of Company Common Stock purchased pursuant to the
formula set forth in the immediately preceding sentence are referred to herein as “Shares”; and


 


WHEREAS, concurrently herewith, the Company entered into Backstop Subscription
Agreements with [•] and [•] pursuant to which each of [•] and [•] agree to subscribe for and purchase, and the
Company agrees to issue and sell to each of [•] and [•], shares of Company Common Stock on the terms and subject to the terms
thereof (such agreements, the “Other Backstop Subscription Agreements”).


 


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


 


		1.	Subscription. Subject to the terms and conditions hereof, at the Closing, the Subscriber hereby agrees to subscribe for and
purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Applicable
Purchase Price in accordance with the terms herein), the Shares (such subscription and issuance, the “Subscription”).
The Company and the Subscriber acknowledge and agree that the aggregate amount of the Applicable Purchase Price shall be included in the
Aggregate Cash Raised.



 


		2.	Representations, Warranties and Agreements.



 


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



 






     


     


    

 


		2.1.1.	The Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or
formation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Backstop Subscription Agreement.



 


		2.1.2.	This Backstop Subscription Agreement has been duly executed and delivered by the Subscriber, and assuming the due authorization, execution
and delivery of the same by the Company, this Backstop Subscription Agreement constitutes the valid and legally binding obligation of
the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.



 


		2.1.3.	The execution and delivery of this Backstop Subscription Agreement, the purchase of the Shares and the compliance by the Subscriber
with all of the provisions of this Backstop Subscription Agreement and the consummation of the transactions contemplated herein 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 the Subscriber pursuant to the terms of
(i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Subscriber is
a party or by which the Subscriber is bound or to which any of the property or assets of the Subscriber is subject; (ii) the organizational
documents of the Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body,
domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Backstop Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that
would reasonably be expected to have a material adverse effect on the Subscriber’s ability to consummate the transactions contemplated
hereby, including the purchase of the Shares.



 


		2.1.4.	The Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”)) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1),
(2), (3), (7), (9) or (12) under the Securities Act), in each case, satisfying the applicable requirements set forth on Annex A, (ii)
is acquiring the Shares only for its own account and not for the account of others, or if the Subscriber is subscribing for the Shares
as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and the Subscriber
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 (iii) is not acquiring the Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with the requested
information on Annex A following the signature page hereto). The Subscriber is not an entity formed for the specific purpose of acquiring
the Shares and is an “institutional account” as defined by FINRA Rule 4512(c) and a sophisticated institutional 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. Accordingly, the Subscriber understand that
the purchase of the Shares meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption
under FINRA Rule 2111(b).



 


		2.1.5.	The Subscriber understands that the Shares are being offered in
                                            a transaction not involving any public offering within the meaning of the Securities Act
                                            and that the Shares have not been registered under the Securities Act. The Subscriber understands
                                            that no disclosure or offering document has been prepared in connection with the offer and
                                            sale of the Shares by the Company. The Subscriber understands that the Shares may not be
                                            offered, resold, transferred, pledged or otherwise disposed of by the Subscriber absent an
                                            effective registration statement under the Securities Act, except (i) to the Company or a
                                            subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements
                                            of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable
                                            securities laws of the applicable states and other jurisdictions of the United States, and
                                            that any certificates or book entry records representing the Shares shall contain a restrictive
                                            legend to such effect. The Subscriber acknowledges and agrees that the Shares will be subject
                                            to these securities law transfer restrictions and, as a result of these transfer restrictions,
                                            Subscriber may not be able to readily resell the Shares and may be required to bear the financial
                                            risk of an investment in the Shares for an indefinite period of time. The Subscriber acknowledges
                                            and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition
                                            pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”)
                                            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 rules and regulations of the United States Securities and Exchange Commission
                                            (the “SEC”). The Subscriber understands that it has been advised to consult
                                            legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.



 









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		2.1.6.	The Subscriber understands and agrees that the Subscriber is purchasing the Shares directly from the Company. The Subscriber further
acknowledges that there have not been, and the Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants
or agreements made to the Subscriber by the Company, Redbox, any of their respective affiliates or any control persons, officers, directors,
employees, partners, agents or representatives, any other party to the Transaction or any other person or entity, expressly or by implication,
other than those representations, warranties, covenants and agreements of the Company expressly set forth in this Backstop Subscription
Agreement. The Subscriber acknowledges that certain information provided by the Company to the Subscriber was based on projections, and
such projections were prepared based on assumptions and estimates that are inherently uncertain and are 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
the projections.



 


		2.1.7.	In making its decision to purchase the Shares, the Subscriber has relied solely upon independent investigation made by the Subscriber.
The Subscriber acknowledges and agrees that the Subscriber has received such information as the Subscriber deems necessary in order to
make an investment decision with respect to the Shares, including with respect to the Company, Redbox and the Transaction. The Subscriber
represents and agrees that the Subscriber and the Subscriber’s professional advisor(s), if any, have had the full opportunity to
ask such questions, receive such answers and obtain such information, including on the financial information, as the Subscriber and such
undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.
Without limiting the generality of the foregoing, the Subscriber acknowledges that it has reviewed the Company’s filings with the
SEC and any disclosure documents provided by or on behalf of the Company or Redbox in connection with the Subscription. The Subscriber
acknowledges that no statement or printed material contrary to any such disclosure documents has been made or given to the Subscriber
by or on behalf of the Company or Redbox.



 


		2.1.8.	The Subscriber is able to fend for itself in the transactions contemplated herein; has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our prospective investment in the Shares; and has the ability
to bear the economic risks of our prospective investment and can afford the complete loss of such investment.



 


		2.1.9.	The Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Company, Redbox
or their respective representatives or affiliates, and the Shares were offered to the Subscriber solely by direct contact between the
Subscriber and the Company, Redbox or their respective affiliates. The Subscriber did not become aware of this offering of the Shares,
nor were the Shares offered to the Subscriber, by any other means. The Subscriber acknowledges that the Company represents and warrants
that the 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.



 


		2.1.10.	The Subscriber acknowledges that it is aware that there are substantial
                                            risks incident to the purchase and ownership of the Shares. The Subscriber has such knowledge
                                            and experience in financial and business matters as to be capable of evaluating the merits
                                            and risks of an investment in the Shares, and the Subscriber has had an opportunity to seek,
                                            and has sought, such accounting, legal, business and tax advice as the Subscriber has considered
                                            necessary to make an informed investment decision.






 






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		2.1.11.	The Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares
are a suitable investment for the Subscriber and that the Subscriber is able at this time and in the foreseeable future to bear the economic
risk of a total loss of the Subscriber’s investment in the Company. The Subscriber acknowledges specifically that a possibility
of total loss exists.



 


		2.1.12.	The Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Shares or made any findings or determination as to the fairness of this investment.



 


		2.1.13.	The Subscriber is not, and is not owned or controlled by or acting on behalf of (in connection with the Transactions), a Sanctioned
Person. The Subscriber is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. The Subscriber represents
that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT
Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Subscriber maintains policies
and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Subscriber also represents that
it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening
of any investors against Sanctions-related lists of blocked or restricted persons. The Subscriber further represents and warrants that
(a) the funds held by The Subscriber and used to purchase the Shares were not directly or indirectly derived from or related to any activities
that may contravene U.S. federal, state or non-U.S. anti-money laundering, anti-corruption or Sanctions laws and regulations or activities
that may otherwise be deemed criminal and (b) any returns from the Subscriber’s investment will not be used to finance any illegal
activities. For purposes of this Backstop Subscription Agreement, “Sanctioned Person” means at any time any person
or entity with whom dealings are restricted, prohibited, or sanctionable under any Sanctions (as defined below), including as a result
of being: (a) listed on any Sanctions-related list of designated or blocked or restricted persons; (b) that is a national of, the
government of, or any agency or instrumentality of the government of, or resident in, or organized under the laws of, a country or territory
that is the target of comprehensive Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and
the Crimea region); or (c) owned or controlled by or acting on behalf of any of the foregoing. “Sanctions” means those
trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law)
administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department of the
Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (b) the European Union
and enforced by its member states, (c) the United Nations, (d) Her Majesty’s Treasury and (e) the Cayman Islands.



 


		2.1.14.	The Subscriber is not owned or controlled by or acting on behalf of (in connection with the Subscription), a person or entity resident
in, or whose funds used to purchase the Shares are transferred from or through, a country, territory or entity that (i) has been designated
as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures by the United States
or by an intergovernmental group or organization, such as the Financial Action Task Force, of which the United States is a member; (ii)
is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; or (iii) has
been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money
laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an entity or individual that
resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.



 






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		2.1.15.	The Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group”
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of
acquiring, holding, voting or disposing of equity securities of the Company or Redbox (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act).



 


		2.1.16.	To the best of the Subscriber’s knowledge, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or
subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial
interest in the Company as a result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment
in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R.
Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of Shares hereunder.



 


		2.1.17.	If the Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), 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”) or an employee benefit plan that is a governmental plan
(as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section
4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets
are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject
to the fiduciary or prohibited transactions provisions of ERISA or section 4975 of the Code, the Subscriber represents and warrants that
(i) neither the Company, nor any of its affiliates, including Seaport Global SPAC, LLC (the “Transaction Parties”),
has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares,
and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire,
continue to hold or transfer the Shares and (ii) none of the acquisition, holding and/or transfer or disposition of the Shares will
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or any similar law or regulation.



 


		2.1.18.	The Subscriber has, and at the Closing will have, sufficient funds or immediate unconditional availability to sufficient funds, to
pay the Applicable Purchase Price pursuant to Section 1 and any damages required to be paid after termination of this Backstop
Subscription Agreement.



 


		2.1.19.	No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Shares
to the Subscriber based on any arrangement entered into by or on behalf of the Subscriber.



 


		2.1.20.	The Subscriber hereby acknowledges and agrees that it will not,
                                            nor will any person acting at the Subscriber’s direction or pursuant to any understanding
                                            with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any
                                            option, engage in hedging activities or execute any “short sales” as defined
                                            in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended (the
                                            “Exchange Act”) of the Shares until the consummation of the Transaction
                                            (or such earlier termination of this Backstop Subscription Agreement in accordance with its
                                            terms). For the avoidance of doubt, this Section 2.1.20 shall not apply to (i) any
                                            sale (including the exercise of any redemption right) of securities of the Company (x) held
                                            by the Subscriber, its controlled affiliates or any person or entity acting on behalf of
                                            the Subscriber or any of its controlled affiliates prior to the execution of this Backstop
                                            Subscription Agreement or (y) purchased by the Subscriber, its controlled affiliates or any
                                            person or entity acting on behalf of the Subscriber or any of its controlled affiliates in
                                            open market transactions after the execution of this Backstop Subscription Agreement or (ii)
                                            ordinary course, non-speculative hedging transactions. Notwithstanding the foregoing, (i)
                                            nothing herein shall prohibit other entities under common management with the Subscriber
                                            that have no knowledge of this Backstop Subscription Agreement or of the Subscriber’s
                                            participation in the subscription (including the Subscriber’s controlled affiliates
                                            and/or affiliates) from entering into any short sales and (ii) in the case of a Subscriber
                                            that is a multimanaged investment vehicle whereby separate portfolio managers manage separate
                                            portions of such Subscriber’s assets and the portfolio managers have no knowledge of
                                            the investment decisions made by the portfolio managers managing other portions of such Subscriber’s
                                            assets, the representation 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
                                            Shares covered by this Backstop Subscription Agreement.



 









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		2.1.21.	The Subscriber represents that it (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) 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 purchase
of the Shares, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly,
the Subscriber 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).



 


		2.1.22.	The Subscriber acknowledges the SEC’s issuance of the Statement on Accounting and Reporting Considerations for Warrants Issued
by Special Purpose Acquisition Companies (the “Statement”), made on April 12, 2021 and the Subscriber agrees that any
actions taken by the Company in connection with such Statement or review shall not be deemed to constitute a breach of any of the representations,
warranties or covenants in this Backstop Subscription Agreement.



 


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



 


		2.2.1.	The Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, (ii) has
the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and
to enter into, deliver and perform its obligations under this Backstop Subscription Agreement, and (iii) is duly licensed or qualified
to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with
respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company
Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an
event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole
(on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the
Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Shares.



 


		2.2.2.	As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Subscriber against full payment therefor
in accordance with the terms of this Backstop Subscription Agreement, will be validly issued, fully paid and non-assessable and will not
have been issued in violation of any preemptive rights or similar rights created under the Company’s organizational documents (as
adopted on or prior to the Closing Date) or the laws of its jurisdiction of formation.



 


		2.2.3.	This Backstop Subscription Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization,
execution and delivery of the same by the Subscriber, this Backstop Subscription Agreement constitutes the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.



 


		2.2.4.	Assuming the accuracy of the representations and warranties of
                                            the Subscriber set forth in Section 2.1 of this Backstop Subscription Agreement, the
                                            execution and delivery of this Backstop Subscription Agreement, the issuance and sale of
                                            the Shares and the compliance by the Company with all of the provisions of this Backstop
                                            Subscription Agreement and the consummation of the transactions contemplated herein 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 the Company pursuant to the terms of
                                            (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
                                            or instrument to which the Company is a party or by which the Company is bound or to which
                                            any of the property or assets of the Company is subject; (ii) the organizational documents
                                            of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court
                                            or governmental agency or body, domestic or foreign, having jurisdiction over the Company
                                            or any of its properties that, in the case of clauses (i) and (iii), would reasonably be
                                            expected to have a Company Material Adverse Effect.



 






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		2.2.5.	Assuming the accuracy of the representations and warranties of the Subscriber set forth in Section 2.1 of this Backstop Subscription
Agreement, the Company 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 (including
the Nasdaq Capital Market (the “Stock Exchange”)) or other person in connection with the execution, delivery and performance
of this Backstop Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings required by
applicable state securities laws, (ii), the filing of the Registration Statement pursuant to Section 4 below, (iii) those required
by the Stock Exchange, including with respect to obtaining stockholder approval, (iv) those required to consummate the Transaction as
provided under the Business Combination Agreement, (v) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, if applicable, and (vi) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect.



 


		2.2.6.	Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 2.1 of this Backstop Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Subscriber.



 


		2.2.7.	Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares.



 


		2.2.8.	No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Shares
to Subscriber.



 


		3.	Settlement Date and Delivery.



 


		3.1.	Closing. The closing of the Subscription contemplated hereby
                                            (the “Closing”) is contingent upon the substantially concurrent consummation
                                            of the Transaction and the satisfaction or waiver of the other conditions set forth in this
                                            Section 3. The Closing shall occur on the closing date of the Transaction, immediately
                                            prior to the consummation of the Merger. Upon not less than two (2) business days’
                                            written notice from (or on behalf of) the Company to the Subscriber (the “Closing
                                            Notice”) that the Company reasonably expects all conditions to the closing of the
                                            Transaction to be satisfied on a date that is not less than two (2) business days from the
                                            date of the Closing Notice, the Subscriber shall deliver to the Company at least one (1)
                                            business day prior to the closing date specified in the Closing Notice (the “Closing
                                            Date”), to be held in escrow until the Closing, the Applicable Purchase Price by
                                            wire transfer of United States dollars in immediately available funds to the account specified
                                            by the Company in the Closing Notice against delivery by the Company to Subscriber of the
                                            Shares in book-entry form. In the event the Closing does not occur on the Closing Date, the
                                            Company shall promptly (but not later than two (2) business days thereafter) return the Applicable
                                            Purchase Price to the Subscriber. [Notwithstanding anything contained herein, the Subscriber
                                            may satisfy its obligations hereunder with respect to any Shares to be purchased by acquiring
                                            (or causing any of its affiliates to acquire) Company Common Stock after the date of this
                                            Agreement but before the later of 10:00 a.m., Eastern Time, on October 20, 2021 or (ii) the
                                            date prior to the closing of the Transaction, that are not subsequently redeemed in connection
                                            with the Transaction.]






 






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		3.2.	Mutual Conditions to Closing. The parties’ obligations to effect the Closing are subject to the fulfillment or (to the
extent permitted by applicable law) written waiver by the party entitled to the benefit thereof, on or prior to the Closing Date, of each
of the following conditions:



 


		3.2.1.	No suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred.



 


		3.2.2.	All conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including all necessary
approvals of the Company’s stockholders, and regulatory approvals,
if any, shall have been satisfied (as determined by the parties to the Business Combination Agreement) or waived (other than those conditions
which, by their nature, are to be satisfied at the closing of the Transaction pursuant to the Business Combination Agreement or by the
Closing itself), and the closing of the Transaction shall be scheduled to occur substantially concurrently with or immediately following
the Closing.



 


		3.2.3.	No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining
or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such restriction or prohibition.



 


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



 


		3.3.1.	All representations and warranties of the Subscriber contained in this Backstop Subscription Agreement shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date.



 


		3.3.2.	The Subscriber 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.



 


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



 


		3.4.1.	All representations and warranties of the Company contained in this Backstop Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically
speak as of an earlier date, in which case they shall be true and correct in all respects (other than representations and warranties that
are qualified as to Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as
of such date), other than, in each case, failures to be true and correct that would not result, individually or in the aggregate, in a
Company Material Adverse Effect.



 


		3.4.2.	The Company 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; provided, that this condition shall be deemed satisfied unless written notice of
                                            such noncompliance is provided by the Subscriber to the Company and the Company fails to
                                            cure such noncompliance in all material respects within five (5) Business Days of receipt
                                            of such notice.






 






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		3.4.3.	All of the Closings (as defined in each of the Other Backstop Subscription Agreements) shall have been consummated concurrently with
the Closing.



 


		4.	Registration Rights.



 


		4.1.	The Company agrees that the Company will file with the SEC (at the
                                            Company’s sole cost and expense) a registration statement registering the resale of
                                            the Shares (the “Registration Statement”) no later than thirty (30) calendar
                                            days after the Closing Date, and the Company 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) sixty (60) calendar days after the filing thereof
                                            (or, in the event the SEC reviews and has written comments to the Registration Statement,
                                            the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th)
                                            business day after the date the Company 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 ((i) and (ii) collectively, the “Effectiveness Deadline”);
                                            provided that if such day falls on a Saturday, Sunday or other day that the SEC is
                                            closed for business, the Effectiveness Deadline shall be extended to the next Business Day
                                            on which the SEC is open for business. The Company will use its commercially reasonable efforts
                                            to provide a draft of the Registration Statement to the undersigned for review (but not comment)
                                            at least two (2) Business Days in advance of filing the Registration Statement; provided
                                            that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone
                                            the filing of such Registration Statement as a result of or in connection with Subscriber’s
                                            review. Unless otherwise agreed to in writing by the Subscriber, the Subscriber shall not
                                            be identified as a statutory underwriter in the Registration Statement unless requested by
                                            the SEC or another regulatory agency; provided, that if the SEC or another regulatory agency
                                            requests that a Subscriber be identified as a statutory underwriter in the Registration Statement,
                                            the Subscriber will have the opportunity to withdraw from the Registration Statement upon
                                            its prompt written request to the Company. Notwithstanding the foregoing, if the SEC prevents
                                            the Company from including any or all of the shares proposed to be registered under the Registration
                                            Statement due to limitations on the use of Rule 415 of the Securities Act for the resale
                                            of the Shares 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 by the SEC. In such event, the number of Shares to be registered for each
                                            selling stockholder named in the Registration Statement shall be reduced pro rata among all
                                            such selling stockholders. The Company agrees that, except for such times as the Company
                                            is permitted hereunder to suspend the use of the prospectus forming part of a Registration
                                            Statement, the Company will use its commercially reasonable efforts to cause such Registration
                                            Statement to remain effective with respect to the Subscriber until the earlier of (i) two
                                            (2) years from the issuance of the Shares, (ii) the date on which all of the Shares shall
                                            have been sold, and (iii) on the first date on which the undersigned can sell all of its
                                            Shares (or shares received in exchange therefor) under Rule 144 without limitation as to
                                            the manner of sale or the amount of such securities that may be sold. If requested by the
                                            Subscriber, the Company shall use its commercially reasonable efforts to (i) cause the removal
                                            of the restrictive legends from any Shares being sold under the Registration Statement or
                                            pursuant to Rule 144 at the time of sale of such Registrable Securities (as defined below)
                                            and, at the request of a Holder (as defined below), cause the removal of all restrictive
                                            legends from any Registrable Securities held by such Holder that may be sold by such Holder
                                            without restriction under Rule 144, including without limitation, any volume and manner of
                                            sale restrictions, and (ii) cause its legal counsel to deliver an opinion, if necessary,
                                            to the transfer agent in connection with the instruction under subclause (i) to the effect
                                            that the removal of such restrictive legends in such circumstances may be effected under
                                            the Securities Act, in each case upon the receipt of customary representations and other
                                            documentation, if any, from the Holder as reasonably requested by the Company, its counsel
                                            or the transfer agent, establishing that restrictive legends are no longer required. The
                                            Company shall use its commercially reasonable efforts to have the legend removal referenced
                                            above apply to all shares held by the Subscriber in a single transaction. The Company will
                                            use commercially reasonable efforts to file all reports, and provide all customary and reasonable
                                            cooperation, necessary to enable Holder to resell Registrable Securities pursuant to the
                                            Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for
                                            listing on the applicable stock exchange on which the shares of Company Common Stock are
                                            then listed and update or amend the Registration Statement as necessary to include Registrable
                                            Securities. “Registrable Securities” shall mean, as of any date of determination,
                                            the Shares and any other equity security issued or issuable with respect to the Shares by
                                            way of share split, dividend, distribution, recapitalization, merger, exchange, replacement
                                            or similar event, provided, however, that such securities shall cease to be Registrable Securities
                                            at the earliest of (A) three (3) years, (B) the date all Shares held by a Holder may be sold
                                            by such Holder without volume or manner of sale limitations pursuant to Rule 144 and without
                                            the requirement for the Company to be in compliance with the current public information required
                                            under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the date on which such securities
                                            have actually been sold by a Holder, and (D) when such securities shall have ceased to be
                                            outstanding. “Holder” shall mean the Subscriber or any affiliate of the
                                            Subscriber to which the rights under this Section 4
                                            shall have been assigned. The undersigned agrees to disclose its beneficial ownership, as
                                            determined in accordance with Rule 13d-3 of the Exchange Act, of Shares to the Company (or
                                            its successor) promptly upon request to assist the Company in making the determination described
                                            above. The Company’s obligations to include the Shares in the Registration Statement
                                            are contingent upon the Subscriber furnishing in writing to the Company such information
                                            regarding the Subscriber, the securities of the Company held by the Subscriber and the intended
                                            method of disposition of the Shares as shall be reasonably requested by the Company to effect
                                            the registration of the Shares, and the Subscriber shall execute such documents in connection
                                            with such registration as the Company may reasonably request that are customary of a selling
                                            stockholder in similar situations, including providing that the Company shall be entitled
                                            to postpone and suspend the effectiveness or use of the Registration Statement during any
                                            customary blackout or similar period or as permitted hereunder. In the case of the registration
                                            effected by the Company pursuant to this Backstop Subscription Agreement, the Company shall,
                                            upon reasonable request, inform the Subscriber as to the status of such registration. The
                                            Subscriber shall not be entitled to use the Registration Statement for an underwritten offering
                                            of Shares. Notwithstanding anything to the contrary contained herein, the Company may delay
                                            or postpone filing of such Registration Statement, and from time to time require the Subscriber
                                            not to sell under the Registration Statement or suspend the use or effectiveness of any such
                                            Registration Statement if it determines that in order for the registration statement to not
                                            contain a material misstatement or omission, an amendment thereto would be needed, or if
                                            such filing or use could materially affect a bona fide business or financing transactions
                                            of the Company or would require premature disclosure of information that could materially
                                            adversely affect the Company (each such circumstance, a “Suspension Event”);
                                            provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration
                                            Statement for a period of more than sixty (60) consecutive days or more than two (2) times
                                            in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable
                                            efforts to make such registration statement available for the sale by the undersigned of
                                            such securities as soon as practicable thereafter.



 






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		4.2.	Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding
the Company) of the occurrence 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, the undersigned agrees that (i) it will immediately discontinue offers
and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144)
until the undersigned receives copies of a supplemental or amended prospectus (which the Company 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 the Company 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 the Company unless otherwise required by law, subpoena or regulatory request or requirement.
If so directed by the Company, the undersigned will deliver to the Company, or in the undersigned’s sole discretion destroy, all
copies of the prospectus covering the Subscribed Shares in the undersigned’s possession; provided, however, that this
obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (w) to the extent the undersigned is
required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance
with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic
data back-up.



 









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		5.	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 earlier to occur of (a) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms
and (b) upon the mutual written agreement of all parties hereto to terminate this Backstop Subscription Agreement, or (c) if, on the Closing
Date of the Subscription, any of the conditions to Closing set forth in Section 3 of this Backstop Subscription Agreement have
not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a
result thereof, the transactions contemplated by this Backstop Subscription Agreement are not consummated, or (d) written notice by either
party to the other party to terminate this Backstop Subscription Agreement if the transactions contemplated by this Backstop Subscription
Agreement are not consummated on or prior to February 1, 2022; provided that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination or common law intentional fraud in the making of any representation or
warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising
from such breach or fraud. The Company shall notify the Subscriber of the termination of the Business Combination Agreement promptly after
the termination thereof. Upon a valid termination of this Backstop Subscription Agreement pursuant to this Section 5 after the
delivery by the Subscriber of the Applicable Purchase Price, the Company shall promptly (but not later than two (2) business days thereafter)
return the Applicable Purchase Price to the Subscriber.



 


		6.	Miscellaneous.



 


		6.1.	Further Assurances; Reliance; Additional Information.



 


		6.1.1.	Each of the Subscriber and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by this Backstop Subscription Agreement on the terms and conditions described
herein.



 


		6.1.2.	The Subscriber acknowledges that the Company and Redbox will rely on the acknowledgments, understandings, agreements, representations
and warranties made by the Subscriber contained in this Backstop Subscription Agreement. Prior to the Closing, the Subscriber agrees to
promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein
are no longer accurate in all material respects. The Company acknowledges that the Subscriber will rely on the acknowledgments, understandings,
agreements, representations and warranties made by the Company contained in this Backstop Subscription Agreement. Prior to the Closing,
the Company agrees to promptly notify the Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties
set forth herein are no longer accurate in all material respects. Each of the Subscriber, the Company and Redbox is entitled to rely upon
this Backstop Subscription Agreement and 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.



 


		6.1.3.	The Company may request from the Subscriber such additional information as the Company may deem reasonably necessary to evaluate the
eligibility of the Subscriber to acquire the Shares, and the Subscriber shall provide such information as may be reasonably requested,
in each case to the extent within the Subscriber’s possession and control or otherwise readily available to the Subscriber; provided
that the Company agrees to keep any such information provided by the Subscriber confidential (except to the extent required to be disclosed
by applicable law, including in connection with any filings required to be made to the SEC or a stock exchange, in which case, Company
shall provide prior written notice to the Subscriber of such disclosure to the extent permitted by applicable law).



 






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		6.2.	Expenses. Each of the parties hereto shall pay all of its own expenses in connection with this Backstop Subscription Agreement
and the transactions contemplated herein.



 


		6.3.	Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent
by electronic mail, on the date of transmission to such recipient, (iii) one (1) Business Day after being sent to the recipient by reputable
overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address or electronic
mail address, as applicable, specified on the signature page hereof or to such electronic mail address or address as subsequently modified
by written notice given in accordance with this Section 6.3. A courtesy electronic copy of any notice sent by methods (i), (iii),
or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic
mail address as subsequently modified by written notice given in accordance with this Section 6.3.



 


		6.4.	Entire Agreement. This Backstop Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.



 


		6.5.	Modifications and Amendments. This Backstop Subscription Agreement may not be amended, modified or supplemented except by an
instrument in writing, signed by the party against whom enforcement of such amendment, modification or supplement is sought.



 


		6.6.	Waivers and Consents. The terms and provisions of this Backstop Subscription Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver
or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Backstop
Subscription Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing waiver or consent.



 


		6.7.	Assignment. Neither this Backstop Subscription Agreement nor any rights that may accrue to the Subscriber hereunder (other
than the Shares acquired hereunder) may be transferred or assigned. Neither this Backstop Subscription Agreement nor any rights that may
accrue to the Company hereunder may be transferred or assigned (provided that, for the avoidance of doubt, the Company may transfer
the Backstop Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transaction and exclusively
to another entity under the control of, or under common control with, the Company). Notwithstanding the foregoing, the Subscriber 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 Subscriber) or, with the Company’s prior
written consent, to another person, provided that no such assignment shall relieve the Subscriber of its obligations hereunder
if any such assignee fails to perform such obligations.



 


		6.8.	Benefit. 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. Except as provided in the last sentence of this Section 6.8 or as otherwise
provided herein, this Backstop Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto
and their respective successors and permitted assigns.



 


		6.9.	Governing Law. 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 require the application of the law of any
other state.



 






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		6.10.	Consent to Jurisdiction; Waiver of Jury Trial. The parties agree that all disputes, legal actions, suits and proceedings arising
out of or relating to this Backstop Subscription Agreement must be brought exclusively in the United States District Court for the Southern
District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the
State of New York (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction
of the Designated Courts. No legal action, suit or proceeding with respect to this Backstop Subscription Agreement may be brought in any
other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now
or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the
basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum
or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with
Section 6.3 of this Backstop Subscription Agreement shall be effective service of process for any action, suit or proceeding in
a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above. EACH PARTY AND
ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS BACKSTOP SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS BACKSTOP SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS BACKSTOP SUBSCRIPTION AGREEMENT.



 


		6.11.	Severability. If any provision of this Backstop Subscription Agreement shall 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.



 


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



 


		6.13.	Specific Performance. The parties hereto agree that each
                                            of the parties would suffer irreparable damage if this Backstop Subscription Agreement was
                                            not performed or the Closing is not consummated in accordance with its specific terms, or
                                            this Backstop Subscription Agreement was otherwise breached, and that money damages or other
                                            legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed
                                            that each of the parties hereto shall be entitled to equitable relief, including in the form
                                            of an injunction or injunctions, to prevent breaches or threatened breaches of this Backstop
                                            Subscription Agreement and to enforce specifically the terms and provisions of this Backstop
                                            Subscription Agreement in an appropriate court of competent jurisdiction as set forth in
                                            Section 6.10, this
                                            being in addition to any other remedy to which any party hereto is entitled at law, in equity,
                                            in contract, in tort or otherwise, including money damages. The right to specific enforcement
                                            shall include the right of the Company to cause the Subscriber to cause the transactions
                                            contemplated hereby to be consummated on the terms and subject to the conditions and limitations
                                            set forth in this Backstop Subscription Agreement. The parties hereto further agree (i) to
                                            waive any requirement for the security or posting of any bond in connection with any such
                                            equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this
                                            Section 6.13 is unenforceable, invalid, contrary to applicable law or inequitable
                                            for any reason, and (iii) to waive any defenses in any action for specific performance, including
                                            the defense that a remedy at law would be adequate. The parties acknowledge and agree that
                                            this Section 6.13 is an integral part of the transactions contemplated hereby and
                                            without that right, the parties hereto would not have entered into this Backstop Subscription
                                            Agreement.






 






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		6.14.	Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Backstop
Subscription Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby shall survive the Closing.
For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transaction, all representations,
warranties, covenants and agreements of the parties hereto as set forth herein shall survive the consummation of the Transaction and remain
in full force and effect.



 


		6.15.	No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Backstop Subscription Agreement or the transactions contemplated hereby in
such a way as to create any liability on the other party hereto. Each of the parties hereto agrees to indemnify and save the other party
hereto harmless from any claim or demand for SEC or other compensation by any broker, finder, financial consultant or similar agent claiming
to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.



 


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



 


		6.17.	Counterparts. This Backstop Subscription Agreement may be executed and delivered in one or more counterparts (including by
facsimile or 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.



 


		6.18.	Construction. The words “include,” “includes,” and “including” will
be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Backstop Subscription Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Backstop Subscription Agreement
as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty,
and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the
fact that such party hereto is in breach of the first representation, warranty, or covenant.



 


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



 


		7.	Cleansing Statement; Consent to Disclosure. The Company shall,
                                            by no later than the second (2nd) business day immediately following the date of this Backstop
                                            Subscription Agreement, issue one (1) or more press releases or file with the SEC a Current
                                            Report on Form 8-K (collectively, the “Disclosure Document”) disclosing
                                            all material terms of the transactions contemplated hereby.






 






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		8.	Trust Account Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the “Trust
Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into
this Backstop Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any
kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such
claim arises as a result of, in connection with or relating in any way to this Backstop Subscription Agreement or any other matter, and
regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims
are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it
may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that
nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance
with the Company’s amended and restated certificate of incorporation in respect of shares of Company Common Stock acquired by any
means other than pursuant to this Backstop Subscription Agreement. Notwithstanding anything else in this Section 8 to the contrary,
nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s
record or beneficial ownership of the shares of Company Common Stock acquired by any means other than pursuant to this Backstop Subscription
Agreement, including but not limited to any redemption right with respect to any such securities of the Company.



 


[Signature Page Follows]





 






    15


     


    

 


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


 


	 	Seaport Global Acquisition Corp.
	 	 	 
	 	By: 	                                          
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	ATTN:	 
	 	EMAIL:	 
	 	 
	 	with a copy (not to constitute notice) to:





 


[Signature Page to Backstop Subscription Agreement]






     


     


    

 


	 	SUBSCRIBER:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 


 


[Signature Page to Backstop Subscription Agreement]






     


     


    

 





Annex
A


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed by
Subscriber and constitutes a part of the Subscription Agreement.


 


		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 of 1933, as amended (the “Securities Act”)) (a “QIB”) and have marked and
initialed the appropriate box on the following pages indicating the provision under which we qualify as a QIB.



 


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



 


*** OR ***


 


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



 


		 ̈	We are an institutional “accredited investor” (within
the meaning of Rule 501(a)(1), (2), (3), (7), (9) or (12) under the Securities Act) and have marked and initialed the appropriate box
on the following pages indicating the provision under which we qualify as an institutional “accredited investor.” We are
not a natural person.



 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		 ̈	is:



 


		 ̈	is not:



 


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


 









     


     


    

 


The Subscriber is a “qualified
institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following
categories at the time of the sale of securities to the Subscriber. (Please check the applicable subparagraphs below to indicate the basis
on which you are a “qualified institutional buyer”):


 


 ̈       The
Subscriber is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate owns
and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and:


 


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


 


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


 


 ̈       is
a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended (“Small Business Investment Act”) or any 
Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;


 


 ̈       is
a 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;


 


 ̈       is
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);


 


 ̈       is
a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans 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,
of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants
individual retirement accounts or H.R. 10 plans;


 


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


 


 ̈       is
an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”),
corporation (other than a bank as defined in section 3(a)(2) of the Securities Act, a savings and loan association or other institution
referenced in section 3(a)(5)(A) of the Securities Act, or a foreign bank or savings and loan association or equivalent institution),
partnership, limited liability company or Massachusetts or similar business trust;


 


 ̈       is
an investment adviser registered under the Investment Advisers Act; or


 


 ̈      Any
institutional accredited investor, as defined in rule 501(a) under the Securities Act (17 CFR 230.501(a)), of a type not listed in paragraphs
(a)(1)(i)(A) through (I) or paragraphs (a)(1)(ii) through (vi) of Rule 501.


 ̈       The
Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $10 million of securities of issuers that are not affiliated with the Subscriber;


 


 ̈       The
Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a
qualified institutional buyer;


 






     


     


    

 





 ̈       The
Subscriber is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other
qualified institutional buyers, that is part of a family of investment companies1
which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are
part of such family of investment companies;


 


 ̈       The
Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts
of other qualified institutional buyers; or


 


 ̈       The
Subscriber is a bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as
defined in section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting
for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and that has an audited net worth of
at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date
of sale of securities in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale
of securities for a foreign bank or savings and loan association or equivalent institution.


 


 






1
 “Family of investment companies” means any two or more investment companies registered under the Investment Company
Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have
the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each series of a series
company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment
companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of
the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s
adviser (or depositor)


 









     


     


    

 


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


 


		 ̈	Any bank as defined in section 3(a)(2) of the Securities
Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in
its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of
a state; any investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment
Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under
the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 the investment decision is made by a plan fiduciary, as defined in section 3(21)
of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that
are accredited investors;



 


		 ̈	Any broker or dealer registered pursuant to section 15 of
the Exchange Act;



 


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



 


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



 


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



 


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



 


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



 


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



 






     


     


    

 


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



 


		 ̈	Any entity, of a type not listed in Rule 501(a)(1), (2), (3),
(7), or (8) under the Securities Act, not formed for the specific purpose of acquiring the securities offered, owning investments in
excess of $5,000,000; or



 


		 ̈	Any “family office,” as defined in rule 202(a)(11)(G)-1 under
the Investment Advisers Act of 1940 (17 CFR § 275.202(a)(11)(G)-1): (i) with assets under management in excess of $5,000,000,
(ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed
by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating
the merits and risks of the prospective investment.



 






     


     


    

 


	 	SUBSCRIBER:
	 	Print Name: 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title: