Exhibit 10.2


 


SUBSCRIPTION AGREEMENT


 


[●], 2021


 


HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001


 


Ladies and Gentlemen:


 


In connection with the proposed
business combination (the “Transaction”) among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company
(the “Company”), and Hyperfine, Inc. and Liminal Sciences, Inc. (collectively, “Targets”), pursuant
to that certain Business Combination Agreement, dated as of [●], 2021 (as it may be amended, the “Transaction Agreement”),
by and among, the Company, Targets and certain other parties named therein, the Company is seeking commitments to purchase shares of the
Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of
$10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”).
Prior to the Closing (as defined below), the Company will domesticate as a Delaware corporation in accordance with Section 388 of the
Delaware General Corporation Law, as amended (the “Domestication”). In connection therewith, the undersigned subscriber
(the “Subscriber”) and the Company agree in this subscription agreement (this “Subscription Agreement”)
as follows:


 


1.            Subscription.
As of the date written above, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to
sell and issue to the Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement
(the “Shares”) at the Purchase Price per Share and on the terms and subject to the conditions provided for herein.
Subscriber understands that, pursuant to the Domestication (which will be completed prior to the issuance of the Shares), the Shares
that will be issued pursuant hereto shall be shares of common stock in a Delaware corporation. On or about the date of this Subscription
Agreement, the Company is entering into subscription agreements substantially similar to this Subscription Agreement (the “Other
Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain
other qualified purchasers, institutional buyers and accredited investors (the “Other Subscribers” and together with Subscriber,
the “Subscribers”), pursuant to which such Other Subscribers have agreed to purchase on the Closing Date (as defined below),
inclusive of the Shares, an aggregate amount of up to 12,610,000 shares of Common Stock at the per share Purchase Price.


 


2.            Closing;
Delivery of Shares.


 


(a)           The
closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the
 “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction
Closing”). The Closing shall occur on the date of, and immediately prior to, the Transaction Closing.


 


(b)          The
Company shall provide written notice (which may be via email) to the Subscriber (the “Closing Notice”) that the Company
reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”)
that is not less than five (5) business days from the date of the Closing Notice, which Closing Notice shall contain the Company’s
wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow
agent (the “Escrow Agent”) to be identified in the Closing Notice. On or prior to the Scheduled Closing Date, the
Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed by wire transfer of United States
dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds
in the Escrow Account to the Company against delivery to the Subscriber of the Shares, free and clear of any liens or other restrictions
whatsoever (other than those arising under state or federal securities laws), in book-entry form as set forth in Section 2(c)
below. If this Subscription Agreement is terminated prior to the Closing and any funds have already been sent by the Subscriber to the
Escrow Account, then promptly after such termination, the Company will instruct the Escrow Agent to promptly return such funds to the
Subscriber.


 






     


     


    

 


(c)           On
the Closing Date, promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares in book-entry form with
a restrictive legend as contemplated in Section 5(b) hereof in the amount as set forth on the signature page to the Subscriber
as indicated on the signature page. In the event the Transaction Closing does not occur within three (3) business days of the Scheduled
Closing Date, unless otherwise instructed by the Subscriber, the Company shall promptly (but not later than one (1) business day thereafter)
cause the Escrow Agent to return the Purchase Price to the Subscriber.


 


3.            Closing
Conditions. In addition to the conditions set forth in Section 2 above:


 


(a)          The
Closing is also subject to the satisfaction or waiver in writing by each party of the conditions that, on the Closing Date:


 


(i)            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;


 


(ii)           no
governmental authority of competent jurisdiction shall have rendered, issued, promulgated, enforced or entered any judgment, order, law,
rule or regulation (whether temporary, preliminary or permanent) which is then in effect and which then makes the consummation of the
transactions contemplated hereby or the Transaction illegal or then restrains or prohibits the consummation of the transactions contemplated
hereby or the Transaction, and


 


(iii)          all
conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied or waived (other than
those conditions which, by their nature, are to be satisfied at the Transaction Closing) and the Transaction shall be consummated substantially
concurrently with the Closing.


 


(b)          The
obligations of the Company to consummate the Closing are also subject to the satisfaction or waiver in writing by the Company of the
additional conditions that, on the Closing Date:


 


(i)            all
representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in
all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true
and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations
and warranties shall be true in all respects) as of such date);


 


(ii)           the
Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; and


 


(iii)          the
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.


 






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(c)          The
obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or waiver in writing by the Subscriber of
the additional conditions that, on the Closing Date:


 


(i)            all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which
representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that
are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of
such date);


 


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


 


(iii)          the
Shares shall have been approved for listing on Nasdaq (as defined below), subject to notice of issuance thereof;


 


(iv)         no
amendment, waiver or modification of any provision of the Transaction Agreement or Company’s organizational documents (as the same
exists on the date hereof and as provided to the Subscriber) shall have occurred that would materially and adversely affect the business
of Targets (provided that any amendment, waiver or modification to the Company’s organizational documents contemplated by the Transaction
Agreement and any of its exhibits shall be deemed acceptable); and


 


(v)          there
shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits the Other Subscribers
thereunder unless the Subscriber has been offered substantially the same benefits.


 


(vi)         a
cross receipt executed by the Company shall have been delivered to the Subscriber certifying that it has received the Purchase Price
from the Subscriber as of the Closing Date.


 


4.             Company
Representations and Warranties. The Company represents and warrants to the Subscriber that:


 


(a)           The
Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The
Company has the corporate power and authority (i) to own, lease and operate its properties and conduct its business as presently conducted
and (ii) to enter into, deliver and perform its obligations under this Subscription Agreement, and (iii) is validly existing and in good
standing under the laws of its jurisdiction of organization.


 


(b)          The
Shares have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance with the
terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will be free and clear of
all liens or other restrictions (other than those arising under applicable securities laws) and will not have been issued in violation
of or subject to any preemptive or similar rights created under the Company’s organizational documents (as adopted on or prior
to the Closing Date) or under any agreement or other instrument to which it is a party or by which it is otherwise bound.


 






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(c)          This
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, is enforceable against the Company in accordance with its terms, except as may be limited
or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


(d)          Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 5 of this Subscription Agreement, the execution,
delivery and performance of this Subscription Agreement, including the issuance and sale of the Shares hereunder, and the compliance
by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions herein will be done
in accordance with Nasdaq listing rules and will not (i) conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement,
license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would, individually or
in the aggregate, have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results
of operations of the Company (a “Material Adverse Effect”) or affect the validity of the Shares or the legal authority
of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the
provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule
or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties
that would have a Material Adverse Effect or affect the validity of the Shares or the legal authority of the Company to comply in all
material respects with this Subscription Agreement.


 


(e)          The
Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other
person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated
by this Subscription Agreement for which the Subscriber could become liable. Other than Jefferies LLC, Wells Fargo Securities, LLC and
Evercore Group L.L.C. in their capacities as co-placement agents (each, a “Placement Agent” and collectively, the
 “Placement Agents”), the Company is not aware of any person that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with the sale of any shares of Common Stock in the Offering.


 


(f)           The
Company is not, and immediately after receipt of payment for the Shares, will not be, (i) an “investment company” within
the meaning of the Investment Company Act of 1940, as amended (the Investment Company Act”), or (ii) a “business development
company” (as defined in Section 2(a)(48) of the Investment Company Act).


 


(g)          Assuming
the accuracy of the Subscriber’s representations and warranties set forth in Section 5, in connection with the offer, sale
and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under
the Securities Act of 1933, as amended (the “Securities Act”).


 


(h)          The
Shares 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, and 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 under the Securities Act) in connection with any offer or sale
of Common Stock in the Offering.


 






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(i)            The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. The Company has not received any written communication from a governmental entity
that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,
default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or affect the
validity of the Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement.


 


(j)            The
Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a
default or violation) of any term, condition or provision of (i) the Company’s organizational documents, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party
or by which the Company’s properties or assets are bound 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, except, in
the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect.


 


(k)           Neither
the Company nor anyone acting on its behalf has offered the Shares or any similar securities for sale to, or solicited any offer to buy
the Shares or any similar securities from, or otherwise approached or negotiated in respect thereof with, any person other than the Subscriber
and a limited number of other accredited investors, each of which has been offered the Shares at a private sale for investment. Neither
the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Shares
to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky
laws of any applicable jurisdiction.


 


(l)            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, or other person in connection
with the execution, delivery and performance of this 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
6, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission
(“SEC”) under Regulation D under the Securities Act, and the rules and regulations of the SEC promulgated thereunder, if
applicable, (iv) those required by Nasdaq, including with respect to obtaining stockholder approval, (v) those required to consummate
the Transaction as provided under the Transaction Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, if applicable, and (vii) the failure of which to obtain would not, individually or in the aggregate reasonably
be expected to have a Material Adverse Effect.


 


(m)         A
copy of each report, statement, schedule, prospectus and registration statement filed by the Company prior to the date of this Subscription
Agreement (the “SEC Documents”) is available to the undersigned via the SEC’s EDGAR system. The Company has
timely filed each SEC Document that the Company was required to file with the SEC under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), since its initial registration of the Class A Shares with the SEC. As of their respective dates,
each of the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the
rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect
thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters from the Staff of
the SEC with respect to any of the SEC Documents.


 






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(n)           As
of the date hereof, the authorized share capital of the Company consists of (i) 500,000,000 Class A ordinary shares, par value $0.0001
per share (“Class A Shares”), (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class
B Shares”) and (iii) 5,000,000 preference shares, par value $0.0001 per share (“Preference Shares”). As
of the date hereof, (i) 121,304,000 Class A Shares, 5,175,000 Class B Shares and no Preference Shares are issued and outstanding; and
(ii) no Class A Shares, Class B Shares or Common Stock is subject to issuance upon exercise of outstanding options. All (A) issued
and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and non-assessable and
is not subject to preemptive or similar rights, except as (x) set forth above or (y) pursuant to the Subscription Agreements or the Merger
Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Class
A Shares, Class B Shares or Common Stock or other equity interests in the Company (collectively, “Equity Interests”)
or securities convertible into or exchangeable or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries
other than Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and Optimus Merger Sub II, Inc., a
Delaware corporation (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and does
not own, directly or indirectly, interests or investments (whether equity or debt) in any person (other than Merger Subs), whether incorporated
or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a
party or by which it is bound relating to the voting of any Equity Interests, other than (1) the letter agreement entered into by the
Company in connection with the Company’s initial public offering on January 26, 2021, pursuant to which HC Sponsor LLC and the
Company’s executive officers and independent directors agreed to vote in favor of any proposed Business Combination (as defined
therein), which includes the Transaction, and (2) as contemplated by the Merger Agreement. Other than Class B Shares, which have the
anti-dilution rights described in the Company’s amended and restated certificate of incorporation and which such rights will be
waived in connection with the Transaction, there are no securities or instruments issued by or to which the Company is a party containing
anti-dilution or similar provisions that will be triggered by the issuance of (I) the Shares, (II) the shares to be issued pursuant to
any Other Subscription Agreement or (III) any other securities to be issued in connection with the Transaction (including, without limitation,
any securities to be issued to securityholders of the Company or the Targets in connection with the Transaction). As of the date hereof,
the Company had no outstanding indebtedness, other than an amount not exceeding the sum of (i) indebtedness disclosed in the SEC Documents
and (ii) indebtedness in an aggregate amount which does not exceed $1,000,000.


 


(o)          Except
for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
there is no (i) suit, action, claim, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge
of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or
arbitrator outstanding against the Company.


 


(p)          The
issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Exchange Act, and is listed for trading on
Nasdaq under the symbol “HCAQ”. There is no suit, action, proceeding or investigation pending or, to the knowledge of the
Company, threatened against the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister the Class A Shares
or prohibit or terminate the listing of the Class A Shares on Nasdaq. The Company has taken no action that is designed to terminate the
registration of the Class A Shares under the Exchange Act. Upon consummation of the Transaction, the issued and outstanding Common Stock
will be registered pursuant to Section 12(b) of the Exchange Act, and the Common Stock, including the Shares, will be listed for trading
on Nasdaq.


 






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(q)          The
Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber in connection
with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements
of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act
at the time of such pledge, and the Subscriber that is effecting a pledge of Shares shall not be required to provide the Company with
any notice thereof; provided further, that such pledge shall not cause Company to violate Regulations T, U or X, as applicable, and that
neither the Company nor their counsel shall be required to take any action (or refrain from taking any action) in connection with any
such pledge.


 


(r)            Neither
the Company nor any of its directors or officers, nor, to the knowledge of the Company, any agent, employee or affiliate of any of the
foregoing, is aware of or has taken or will take any action, directly or indirectly, that would result in a violation by such persons
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”),
or any other applicable anti-corruption or anti-bribery laws, including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of
the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign official”
(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office,
in contravention of the FCPA or any other applicable anti-corruption or anti-bribery laws; and the Company and, to the knowledge of the
Company, its affiliates, have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to promote and achieve compliance therewith and with the representation and warranty contained herein.


 


(s)           Neither
the Company, nor any director or officer thereof, nor, to the knowledge of the Company, any employee, agent, controlled affiliate or
representative of the Company, is a person that is, or is owned or controlled by a person that is currently subject to, any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any other applicable sanction
laws; and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person, to (i) fund or facilitate any activities or business of or with
any person that, at the time of such funding or facilitation, is subject to any U.S. sanctions administered by OFAC or any other applicable
sanctions laws or (ii) in any other manner that will result in a violation of any U.S. sanctions administered by OFAC or any other applicable
sanctions laws by any person (including any person participating in the offering, whether as underwriter, placement agent, adviser, investor
or otherwise). 


 


(t)            Other
than the Other Subscription Agreements, the Company has not entered into any side letter or similar agreement with any investor in connection
with such investor’s direct or indirect investment in the Company. No Other Subscription Agreement includes terms and conditions
that are more advantageous to any such Other Subscriber than the Subscriber hereunder, and such Other Subscription Agreements have not
been amended in any material respect following the date of this Subscription Agreement.


 


(u)          The
Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Subscriber.
The Company further understands and acknowledges that neither the due diligence investigation conducted by the Subscriber in connection
with making its decision to acquire the Common Stock nor any representations and warranties made by the Subscriber herein shall modify,
amend or affect the Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and
warranties contained herein.


 






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5.            Subscriber
Representations, Warranties and Covenants. The Subscriber represents and warrants to the Company that:


 


(a)          At the time the Subscriber was offered the Shares, it was, and as of the date hereof, the Subscriber is (i) an “accredited
investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached
as Exhibit A hereto, and (ii) acquiring the Shares only for its own account and not for the account of others, and not on behalf
of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the
Securities Act. The Subscriber is not an entity formed for the specific purpose of acquiring the Shares. Subscriber understands and acknowledges
that the purchase and sale of the Shares hereunder is intended to meet the exemptions from filing under FINRA Rule 5123(b)(1)(B).


 


(b)          At
the time the Subscriber was offered the Shares, it was, and as of the date hereof, is (i) a “qualified purchaser” (within
the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”))
as indicated in the questionnaire attached as Exhibit A hereto, and (ii) acquiring the Shares only for its own account or for
the account of another qualified purchaser. A “qualified purchaser” (within the meaning of Section 2(a)(51) of the Investment
Company Act), is (i) any natural person (including any person who holds a joint, community property, or other similar shared ownership
interest in an issuer that is excepted under Section 3(c)(7) of the Investment Company Act with that person’s qualified purchaser
spouse) who owns not less than $5,000,000 in investments, as defined by the U.S. Securities and Exchange Commission; (ii) any company
that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are
related as siblings or spouse (including former spouse), or direct lineal descendants by birth or adoption, spouses of such persons,
the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons; (iii)
any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as
to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has
contributed assets to the trust, is a person described in clause (i), (ii) or (iv); or (iv) any person acting for its own account or
the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000
in investments.


 


(c)           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 delivered at the Closing have not been, and at the Closing will not be, registered under the Securities
Act. The Subscriber understands that the Shares may not be 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, (ii) to non-U.S. persons
pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii)
pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii)
in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
(if any) or any book-entry shares representing the Shares delivered at the Closing shall contain a legend or restrictive notation to
such effect. The Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the
Securities Act. The Subscriber further acknowledges that the Shares will not be immediately eligible for resale pursuant to Rule 144
promulgated under the Securities Act, until, among other requirements, at least one year has elapsed from the time that the Company has
filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company. The Subscriber understands
and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the 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 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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(d)          The
Subscriber understands and agrees that the Subscriber is purchasing Shares directly from the Company. The Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Subscriber by the Company, or any of its officers
or directors (other than those representations, warranties, covenants and agreements included in this Subscription Agreement).


 


(e)           The
Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section
406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended,
or any applicable similar law.


 


(f)           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. Without limiting the generality of the foregoing, the Subscriber acknowledges that
it has received the following items (collectively, the “Disclosure Documents”): (i) the SEC Documents, (ii) the Transaction
Agreement, a copy of which will be filed by the Company with the SEC and (iii) the investor presentation by the Company and the Targets,
a copy of which will be furnished by the Company to the SEC. The undersigned understands the significant extent to which certain of the
disclosures contained in item (i) above shall not apply following the Transaction Closing. The Subscriber represents and agrees that
the Subscriber and the Subscriber’s professional advisor(s), if any, have had the opportunity to ask the Company’s management
questions, receive such answers and obtain such information as the Subscriber and such Subscriber’s professional advisor(s), if
any, have deemed necessary to make an investment decision with respect to the Shares. The Subscriber has conducted its own investigation
of the Company, the Targets and the Shares and the Subscriber has made its own assessment and has satisfied itself concerning the relevant
tax and other economic considerations relevant to its investment in the Shares. Based on such information as the Subscriber has deemed
appropriate and without reliance upon the Company (other than those representations, warranties, covenants and agreements of the Company
included in this Subscription Agreement) or the Placement Agents, the Subscriber has independently made its own analysis and decision
to enter into the Transaction.


 


(g)          The
Subscriber became aware of this Offering of the Shares solely by means of direct contact between the Subscriber and the Company, the
Placement Agents or a representative of the Company or the Placement Agents, and the Shares were offered to the Subscriber solely by
direct contact between the Subscriber and the Company, the Placement Agents or a representative of the Company or the Placement Agents.
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 to it by any form of general
solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution
in violation of, the Securities Act, or any state securities laws. The Subscriber acknowledges that it is not relying upon, and has not
relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company,
the Targets, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing), other than the representations and warranties of Company contained elsewhere in this
Subscription Agreement, in making its investment or decision to invest in the Company. Neither the Subscriber nor any of its directors,
officers, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder, (i) to
its knowledge, engaged in any general solicitation, or (ii) published any advertisement, in each case, in connection with the Offering.


 






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(h)          The
Subscriber acknowledges and agrees that (i) the Placement Agents have not made and will not make any representation or warranty, whether
express or implied, of any kind or character, including those related to the Company, the Targets, the Targets’ respective credit
quality, the Shares or the Transaction, and have not provided any advice or recommendation in connection with the Transaction, (ii) the
Placement Agents may have acquired, or during the term of the Shares may acquire, non-public information with respect to the Company,
which the Subscriber agrees, subject to applicable law, need not be provided to it, (iii) the Placement Agents may have existing or future
business relationships with the Company and the Targets (including, but not limited to, lending, depository, risk management, advisory
and banking relationships) and will pursue actions and take steps that they deem necessary or appropriate to protect their interests
arising therefrom without regard to the consequences for a holder of Shares, and that certain of these actions may have material and
adverse consequences for a holder of Shares, and (iv) the Placement Agents will have no responsibility with respect to (A) any representations,
warranties or agreements made by any person or entity under or in connection with the Transaction or any of the documents furnished pursuant
thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof,
or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company
or the Transaction.


 


(i)            The
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the SEC Documents. 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 sought such accounting, legal and tax advice
as the Subscriber has considered necessary to make an informed investment decision. The Subscriber will not look to the Placement Agents
for all or part of any such loss or losses the Subscriber may suffer and is able to sustain a complete loss on its investment in the
Shares.


 


(j)            Alone,
or together with any professional advisor(s), the Subscriber has analyzed and 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.


 


(k)           In
making its decision to purchase the Shares, the Subscriber has relied solely upon independent investigation made by the Subscriber and
the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, the Subscriber
has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning the Company,
the Targets, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby,
the Shares or the offer and sale of the Shares. The Placement Agents shall not have any liability or obligation (including without limitation,
for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements
incurred by the Subscriber, the Company or any other person or entity), whether in contract, tort or otherwise, to the Subscriber, or
to any person claiming through the Subscriber, in respect of the Transaction.


 


(l)           The Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of
the Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Documents.


 


(m)         The
Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation.


 






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(n)          The
execution, delivery and performance by the Subscriber of this Subscription Agreement are within the powers of the Subscriber, have been
duly authorized and will not constitute or result in a breach or default under or violate (i) any federal or state statute, rule or regulation
applicable to the Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency,
or (ii) any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber is bound, and, (iii) if the
Subscriber is not an individual, will not violate any provisions of the Subscriber’s charter documents, including its incorporation
or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable, except, in the case of clauses
(i) and (ii), as would not reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect. For
purposes of this 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 Subscriber’s
ability to consummate the transactions contemplated hereby, including the purchase of the Shares. The signature on this Subscription
Agreement is genuine, and the signatory, if the Subscriber is an individual, has legal competence and capacity to execute the same or,
if the Subscriber is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes
a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as may
be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating
to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


(o)           Neither
the due diligence investigation conducted by the Subscriber in connection with making its decision to acquire the Shares nor any representations
and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely on the truth, accuracy
and completeness of the Company’s representations and warranties contained herein.


 


(p)          The
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the
President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC
sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank. The Subscriber agrees to provide law enforcement agencies,
if requested thereby, such records as required by applicable law, provided that the Subscriber is permitted to do so under applicable
law. If the Subscriber 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”), the Subscriber, directly
or indirectly through a third party administrator, maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. To the extent required, it, directly or indirectly through a third party administrator, maintains policies
and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To
the extent required, it, directly or indirectly through a third party administrator, maintains policies and procedures reasonably designed
to ensure that the funds held by the Subscriber and used to purchase the Shares were legally derived.


 


(q)          The
Subscriber acknowledges that (i) no disclosure or offering document has been prepared by the Placement Agents in connection with the
offer and sale of the Shares, (ii) it has not relied on the Placement Agents in connection with its determination as to the legality
of its acquisition of the Shares or as to the other matters referred to herein and the Subscriber has not relied on any investigation
that the Placement Agents, any of their respective members, directors, officers, employees, representatives, controlling persons or any
persons acting on its behalf have conducted with respect to the Shares, the Company or the Targets. and (iii) in connection with the
issue and purchase of the Shares, the Placement Agents are acting solely as the Company’s placement agents in connection with the
Transaction and are not acting as underwriters or in any other capacity and the Placement Agents have not acted as the Subscriber’s
financial advisors or fiduciaries. The Subscriber further acknowledges that it has not relied on any information contained in any research
reports prepared by the Placement Agents or any of their respective affiliates.


 






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6.            Registration
Rights.


 


(a)          The
Company agrees that, within forty-five (45) calendar days after the Transaction Closing, 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 initial registration statement and any other
registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), 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) the 45th calendar day (or 60th calendar day if the SEC notifies the Company
that it will “review” the Registration Statement) and (ii) the 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. The Company will provide a draft of the Registration Statement to Subscriber for review at least three (3) business
days in advance of filing the Registration Statement, and shall promptly advise Subscriber upon the Registration Statement and any post-effective
amendment thereto being declared effective by the SEC. 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 on behalf of Subscribers due to limitations on the
use of Rule 415 under the Securities Act for the resale of the shares of Common Stock by the applicable stockholders or otherwise, such
Registration Statement shall register for resale by Subscribers such number of shares of Common Stock, including the Shares, which is
equal to the maximum number of shares of Common Stock as is permitted to be registered by the Commission. In such event, the number of
shares of Common Stock to be registered for each selling stockholder named in the Registration Statement, including the Subscriber, shall
be reduced pro rata among all such selling stockholders. In no event shall Subscriber or its affiliates be identified as a statutory
underwriter in the Registration Statement without Subscriber’s prior written consent (it being agreed that, if the SEC requests
that the Subscriber or its affiliates be identified as a statutory underwriter in the Registration Statement, the Subscriber and its
affiliates will have an opportunity to withdraw its shares from the Registration Statement). 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 cause such Registration Statement or another registration statement (which may be a “shelf” registration statement)
to remain continuously effective until the earlier of (i) five years from the date of effectiveness of the initial Registration Statement,
(ii) the date on which the Subscriber ceases to hold any Shares covered by such Registration Statement, or (iii) if Rule 144(i) is no
longer applicable to the Company or Rule 144(i)(2) is amended to remove the current reporting requirement preceding a disposition of
securities, on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without limitation
as to the manner of sale or the amount of such securities that may be sold without limitation as to the manner of sale or the amount
of such securities that may be sold. 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 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; provided that Subscriber shall not in connection with the foregoing
be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer
the Shares. For as long the Subscriber holds any Shares, the Company will use commercially reasonable efforts to file all reports, and
provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to Rule 144 under
the Securities Act (when Rule 144 under the Securities Act becomes available to the Company).


 






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(b)           In
the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request,
inform Subscriber as to the status of such registration. At its expense, the Company shall:


 


(i)            except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Company determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions;


 


(ii)           promptly
advise Subscriber (and in any event within two (2) business days):


 


(A)           of
the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for such purpose;


 


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


 


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


 


Notwithstanding anything to the contrary
set forth herein, the Company shall not, when so advising Subscriber of such events listed above, provide Subscriber with any material,
nonpublic information regarding the Company other than to the extent that providing notice to Subscriber of the occurrence of the events
listed in (A) through (C) above may constitute material, nonpublic information regarding the Company;


 


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


 


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


 


(v)          use
its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Common
Stock has been listed; and


 






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(vi)          use
its commercially reasonable efforts (A) to take all other steps necessary to effect and maintain the registration of the Shares contemplated
hereby and to enable the Subscriber to sell the Shares under Rule 144 and (B) for so long as the Subscriber holds Shares, to timely file
all reports and other materials required to be filed by the Exchange Act so long as the Company remains subject to such requirements
and the filing of such reports and other documents is required under the applicable provisions of Rule 144 to enable Subscriber to sell
the Shares under Rule 144.


 


(c)           Notwithstanding
anything to the contrary contained herein, the Company may delay filing or suspend the use of any such registration statement if it reasonably
determines, upon advice of external legal counsel, that in order for the registration statement to not contain a material misstatement
or omission, an amendment thereto or a supplement to the related prospectus would be needed, or if the Company’s board of directors,
upon advice of external legal counsel, reasonably believes such filing or use could materially affect a bona fide business or financing
transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company and
with respect to which the Company has a bona fide business purpose for keeping confidential (each such circumstance, a “Suspension
Event”); provided, that (i) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period
of more than thirty (30) consecutive days or more than a total of sixty (60) days or more than two (2) times, in each case in any three
hundred sixty (360) day period and (ii) the Company shall use commercially reasonable efforts to make such registration statement available
for the sale by the Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Company
(which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during
the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related
prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading,
the Subscriber agrees that it will (1) 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 Subscriber receives (A) (i) 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 (ii)
notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales,
and (2) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required
by applicable law, subpoena or regulatory request or requirement. Notwithstanding anything to the contrary set forth herein, the Company
shall not, when so advising Subscriber of a Suspension Event, provide Subscriber with any material, nonpublic information regarding the
Company (other than to the extent that providing notice to Subscriber of the occurrence of a Suspension Event may itself constitute material,
nonpublic information regarding the Company). If so directed by the Company, the Subscriber will deliver to the Company or, in the Subscriber’s
sole discretion, destroy all copies of the prospectus covering the Shares in the Subscriber’s possession; provided, however, that
this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply to (x) the extent the Subscriber
is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulary, self-regulatory or professional
requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) copies stored electronically on archival
servers as a result of automatic data back-up.


 






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(d)         
In connection with any sale, assignment, transfer or other disposition of the Shares by Subscriber pursuant to Rule 144 or pursuant
to any other exemption under the Securities Act such that the Shares held by Subscriber become freely tradable, if requested by Subscriber,
the Company shall cause the the Company’s transfer agent for the Shares (the “Transfer Agent”) to remove any
restrictive legends related to the book entry account holding such Shares and to make a new, unlegended entry for such book entry Shares
sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from Subscriber. In connection
therewith, if required by the Transfer Agent, the Company shall promptly cause an opinion of counsel to be delivered to and maintained
with the Transfer Agent, together with any other authorizations, certificates and directions required by the Transfer Agent that authorize
and direct the Transfer Agent to issue such Shares without any such restrictive legend. Subscriber may request that the Company remove
any legend from the book entry position evidencing its Shares following the earliest of such time as such Shares (i) (A) are subject to
or (B) have been or are about to be sold or transferred pursuant to an effective registration statement, (ii) have been or are about to
be sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale
restrictions applicable to the sale or transfer of such Shares. If restrictive legends are no longer required for such Shares pursuant
to the foregoing, the Company shall, in accordance with the provisions of this section and within two (2) trading days of any request
therefor from Subscriber, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended
entry for such book entry Shares. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with
such issuance.


 


(e)         
Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices
from the Company otherwise required by this Section 6; provided, however, that Subscriber may later revoke any such Opt-Out Notice
in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any
such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time
prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at least
two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been
delivered but for the provisions of this Section 6(e)) and the related suspension period remains in effect, the Company will so
notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, by delivering to Subscriber a copy of
such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension
Event promptly following its availability.


 


(f)         
The Company shall indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), the
officers, directors, trustees, agents, partners, members, managers, stockholders, affiliates, employees and investment advisers of each
of them, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, trustees, agents, partners, members, managers, stockholders, affiliates, employees and investment advisers
of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees)
and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form
of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any rule
or regulation thereunder, in connection with the performance of its obligations under this Section 6, except insofar as and to
the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely
upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly for use therein. The Company shall notify
Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated
by this Section 6 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the transfer of the Shares by Subscriber.


 






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(g)         
Subscriber shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only
to the extent, that such untrue statements or omissions are based solely upon information regarding Subscriber furnished in writing to
the Company by Subscriber expressly for use therein. In no event shall the liability of Subscriber under this Section 6(g) be greater
in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification
obligation.


 


(h)         
Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or
entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and
(B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel (in addition to local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to
the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of
fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, and in no event
shall the liability of Subscriber under this Section 6(h) be greater in amount than the dollar amount of the net proceeds received
by Subscriber upon the sale of the Shares giving rise to such indemnification obligation.


 


7.           
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earlier to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b)
such date and time as the Transaction Agreement is terminated in accordance with its terms; or (c) written notice by either party to the
other party to terminate this Subscription Agreement if the Closing has not occurred on or prior to [●], 2021, and the terminating
party’s breach was not the primary reason the Closing failed to occur by such date; provided that (i) nothing herein will
relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any
remedies at law or in equity to recover reasonable and documented out-of-pocket losses, liabilities or damages arising from such breach
and (ii) the provisions of Sections 8 through 10 of this Subscription Agreement and the indemnification provisions contained
in Section 6 hereof will survive any termination of this Subscription Agreement until the expiration of any applicable statute
of limitations. The Company shall notify the Subscriber of the termination of the Transaction Agreement promptly after the termination
of such agreement. If any termination hereof occurs after the delivery by the Subscriber of the aggregate Purchase Price for the Shares,
the Company shall promptly (but not later than one business day thereafter) return the aggregate Purchase Price to the Subscriber without
any deduction for or on account of any tax, withholding, charges, or set-off.


 






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8.        
Trust Account Waiver.  The Subscriber acknowledges and understands that the Company has established a trust account
(the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the
overallotment shares acquired by its underwriters 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 (including overallotment shares
acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in
the final prospectus dated January 26, 2021, relating to the Company’s initial public offering, the Company may disburse monies
from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with
the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”)
or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company
fails to consummate a Business Combination within 24 months after the closing of the IPO, which is subject to extension by amendment to
the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts
necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after
or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber
hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now, or shall at
any time hereafter, have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom,
nor shall the Subscriber make any claim against the Trust Account (including any distributions therefrom), in each case, in connection
with or relating in any way to this Subscription Agreement, regardless of whether such claim arises based on contract, tort, equity or
any other theory of legal liability (collectively, the “Released Claims”); provided however, that nothing in this Section
8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets
held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate
any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to
limit or prohibit any claims that the Subscriber may have in the future against the Company’s assets or funds that are not held
in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired
with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption
right with respect to any securities of the Company) or (iii) 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 Common Stock or other equity interests of the
Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any
right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation
in respect of any redemptions by Subscriber of any Common Stock acquired by Subscriber by any means other than pursuant to this Subscription
Agreement. The Subscriber hereby irrevocably waives any Released Claims that the Subscriber may have against the Trust Account (including
any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom)
for any reason whatsoever in respect of the Released Claims (including for an alleged breach of this Subscription Agreement or any other
agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this
Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription
Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber
under applicable law, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered
at law or equity.


 






    17


     


    

 


9.           
Miscellaneous.


 


(a)         
Neither this Subscription Agreement nor any rights that may accrue to the Subscriber hereunder (other than the Shares acquired
hereunder, if any, subject to applicable securities laws) may be transferred or assigned by the Subscriber without the prior written consent
of the Company, provided that Subscriber may transfer or assign all or a portion of its rights under this Subscription Agreement
to an affiliate or to any fund or other entity or account managed or advised by the same investment manager or advised by the same investment
advisor as the Subscriber, provided further, that the Subscriber shall provide notice to the Company upon such transfer and any
purported transfer or assignment in violation of this Section 9(a) shall be null and void ab initio. Neither this 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 Subscription Agreement and its rights hereunder in connection with the consummation of the Transaction).


 


(b)         
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 as may reasonably be requested, and the Subscriber shall reasonably promptly provide
such information to the Company upon such request, provided that the Company agrees to keep any such information provided by Subscriber
confidential, except as may be required by applicable law, rule, regulation or in connection with any legal proceeding or regulatory request.


 


(c)       
The Subscriber acknowledges that the Company, the Placement Agents, and the Targets (following the Closing) will rely on the acknowledgments,
understandings, agreements, representations and warranties of the Subscriber contained in this Subscription Agreement. Prior to the Closing,
the Subscriber agrees to promptly notify the Company if any of the Subscriber’s acknowledgments, understandings, agreements, representations
and warranties set forth herein are no longer accurate in any material respect. The Subscriber agrees that the purchase by the Subscriber
of Shares pursuant to this Subscription Agreement from the Company will constitute a reaffirmation of the acknowledgments, understandings,
agreements, representations and warranties herein (as modified by any such notice) by the Subscriber as of the time of such purchase (except
for acknowledgments, understandings, agreements, representations and warranties made as of a specific date, which shall be reaffirmed
as of such date). The Subscriber acknowledges and agrees that each of the Placement Agents and the Targets (following the Closing) is
a third-party beneficiary of the representations, warranties and covenants of the Subscriber contained in Section 5 of this Subscription
Agreement, and that the Targets (following the Closing) is otherwise an express third party beneficiary of this Agreement, entitled to
enforce the terms hereof against Subscriber as if it were an original party hereto. The Company acknowledges and agrees that each of the
Placement Agents is a third-party beneficiary of the representations, warranties and covenants of the Company contained in Section
4 of this Subscription Agreement. The Company and the Subscriber also acknowledge and agree that the persons named in Sections
6(f) through 6(h) hereof shall be intended third party beneficiaries of such provisions. Except as expressly set forth in this Subscription
Agreement, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their
respective successor and assigns.


 






    18


     


    

 


(d)         
Each of the Company and the Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby. The Subscriber acknowledges that the Company may file a form of this Subscription Agreement with
the SEC as an exhibit to a periodic report or a registration statement of the Company. The Subscriber shall not issue any press release
or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the
Company (such consent not to be unreasonably withheld, conditioned or delayed); provided that the restriction in this provision shall
not apply to the extent any proposed release or statement is required by applicable securities law, any governmental authority or stock
exchange rule.


 


(e)         
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing
until the expiration of any applicable statute of limitations.


 


(f)          
This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the
party against whom enforcement of such modification, waiver, or termination is sought.


 


(g)         
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement
entered into by the Company and the Subscriber in connection with the Offering).


 


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


 


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


 


(j)         
This Subscription Agreement may be executed 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.


 


(k)         
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity,
in contract, in tort or otherwise.


 


(l)          
THIS 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. EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 






    19


     


    

 


(m)        
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business
day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after
being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the
following addresses (or at such other address for a party as shall be specified by like notice):


 


	
     

    If to the Company, to:

     

    HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

Attn: Anabelle Perez Gray

    Email: anabelle@hccspac.com

    Telephone No.: (212) 622-7800

    
	
     

    with copies (which shall not constitute notice)
    to:

     

    Kirkland & Ellis LLP

    609 Main Street

    Houston, TX 77002

    Attn: Debbie P. Yee, P.C.

    Email: debbie.yee@kirkland.com

    Telephone No.: (713) 836-3600

     

	Notice to the Subscriber shall be given to the address underneath the Subscriber’s name on the signature page hereto.


 


(n)       
The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting
this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context,
any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning
 “include”) means including without limiting the generality of any description preceding or succeeding such term and shall
be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this
Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement,
the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking
institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”,
 “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially
banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer
to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”
(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt,
any reference in this Subscription Agreement to an affiliate of the Company will include the Company’s sponsor, HC Sponsor LLC.


 


(o)        
At Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.


 






    20


     


    

 


(p)         
The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance
of the obligations of any Other Subscriber under this Subscription Agreement or the Other Subscription Agreements or other investor. The
decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other
Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or
any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other
Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or
investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained
herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or investor pursuant hereto or thereto,
shall be deemed to constitute the Subscriber and other investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Subscriber, the Other Subscribers or other investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.
Subscriber acknowledges that no Other Subscriber has acted as agent for the Subscriber in connection with making its investment hereunder
and no Other Subscriber will be acting as agent of the Subscriber in connection with monitoring its investment in the Shares or enforcing
its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor
to be joined as an additional party in any proceeding for such purpose.


 


(q)         
Each of the Subscriber and the Company acknowledges and agrees that for U.S. federal income tax purposes, the Subscriber shall
be deemed to be the owner of any funds transferred by the Subscriber to the Company unless and until the Closing is fully completed in
accordance with the terms of this Subscription Agreement.


 


10.      
Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any
statement, representation or warranty made by any person other than the statements, representations and warranties contained in this Subscription
Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that neither (i) any other purchaser pursuant
to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors,
partners, agents, or employees of any such other purchaser) nor (ii) the Placement Agents, their affiliates or any of their or their affiliates’
respective control persons, officers, directors or employees, shall be liable to the Subscriber pursuant to this Subscription Agreement
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.


 


11.        
[RESERVED.]


 






    21


     


    

 


12.        
Disclosure. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following
the date of this Subscription Agreement, issue one 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 and by the Other Subscription
Agreements and the Transaction and any other material, nonpublic information that the Company has provided to the Subscriber or any of
the Subscriber’s affiliates, attorneys, agents or representatives at any time prior to the filing of the Disclosure Document. From
and after the issuance of the Disclosure Document, to the Company’s actual knowledge, the Subscriber shall not be in possession
of any material, nonpublic information regarding the Company received from the Company or any of its officers, directors, or employees
or the Placement Agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement,
whether written or oral with the Company, the Placement Agents or any of their respective affiliates in connection with the Transaction.
Notwithstanding anything in this Subscription Agreement to the contrary, the Company (i) shall not publicly disclose the name of the Subscriber
or any of its affiliates or advisers, or include the name of the Subscriber or any of its affiliates or advisers in any press release,
without the prior written consent of the Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates
or advisers, or include the name of the Subscriber or any of its affiliates or advisers in any filing with the SEC or any regulatory agency
or trading market, without the prior written consent (including by e-mail) of the Subscriber, except as required by the federal securities
laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq, in which case
the Company shall provide the Subscriber with prior written notice (including by e-mail) of such permitted disclosure. The Subscriber
will promptly provide any information reasonably requested by the Company or any of its affiliates for any regulatory application or filing
made or approval sought in connection with the Transaction (including filings with the SEC) to the extent readily available and to the
extent consistent with its internal policies and procedures and within the Subscriber’s possession and control or otherwise readily
available to the Subscriber.


 


{SIGNATURE PAGES FOLLOW}


 






    22


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	HealthCor Catalio
Acquisition Corp.






 


		By:	

	 	 	Name:
	 	 	Title:



 


{Signature Page to Subscription Agreement}


 






     


     


    

 


{SUBSCRIBER SIGNATURE PAGE TO THE SUBSCRIPTION
AGREEMENT}


 


IN WITNESS WHEREOF, the undersigned
has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


	Name(s) of Subscriber:	 



 





	Signature of Authorized Signatory of Subscriber:	 



 





	Name of Authorized Signatory:	 



 








	Title of Authorized Signatory:	 



 





	Address for Notice to Subscriber:



 





	 	 	 
	 	 	 
	 	 	 






		 	Attention:	 



		 	Email:	 






	 	 	Facsimile No.:	 






	 	 	Telephone No.:	 









 


Address for Delivery of Shares to Subscriber (if not same as address
for notice):


 





	 	 	 
	 	 	 
	 	 	 


 





	Subscription Amount:	$	 



 


	Number of Shares:	 	 









 





	EIN Number:	 	 



 






     


     


    

 


Exhibit A


Accredited Investor Questionnaire


 


Capitalized terms used and not defined in this
Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.


 


The undersigned represents and warrants that the
undersigned is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (a “Qualified
Purchaser”), as amended, and an “accredited investor” (an “Accredited Investor”) as such
term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
for one or more of the reasons specified below (please check all boxes that apply):


 


		_______	(i)	A natural person whose net worth, either individually or jointly with such person’s spouse or spousal equivalent, at the time of
the Subscriber’s purchase, exceeds $1,000,000;



 


The term “net worth” means
the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market
value of the Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal
equivalent, joint net worth can be the aggregate net worth of the Subscriber and spouse or spousal equivalent; assets need not be held
jointly to be included in the calculation. There is no requirement that securities be purchased jointly.


 


		_______	(ii)	A natural person who had an individual income in excess of $200,000, or joint income with the Subscriber’s spouse or spousal equivalent
in excess of $300,000, in each of the two most recent years and reasonably expects to reach the same income level in the current year;



 


In determining individual “income,”
the Subscriber should add to the Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent
income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term
capital gains has been reduced in arriving at adjusted gross income.


 


		_______	(iii)	A director or executive officer of the
Company;



 


		_______	(iv)	A natural person holding in good standing with one or
more professional certifications or designations or other credentials from an accredited educational institution that the U.S. Securities
Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;



 


The SEC has designated the General
Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment
Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.


 


		_______	(v)	A natural
person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment
Company Act”), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined
in section 3 of the Investment Company Act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of the Investment
Company Act.



 






    A-1 


     


    

 


		_______	(vi)	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,
whether acting in its individual or fiduciary capacity;



 


		_______	(vii)	A broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);



 


		_______	(viii)	An investment adviser registered pursuant
to section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the
laws of a state, or an investment adviser relying on the exemption from registering with the SEC under the section 203(l) or (m) of the
Investment Advisers Act;



 


		_______	(ix)	An insurance company as defined in section
2(13) of the Exchange Act;



 


		_______	(x)	An investment company registered under the
Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;



 


		_______	(xi)	A 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;



 


		_______	(xii)	A Rural Business Investment Company as defined
in section 384A of the Consolidated Farm and Rural Development Act;



 


		_______	(xiii)	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,
if such plan has total assets in excess of $5,000,000;



 


		_______	(xiv)	An 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;



 


		_______	(xv)	A private
business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;



 


		_______	(xvi)	An organization described in Section 501(c)(3) of the Internal Revenue
Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose
of acquiring the Securities, with total assets in excess of $5,000,000;



 


		_______	(xvii)	A trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who
has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of
investing in the Company;



 






    A-2 


     


    

 


		_______	(xviii)	 A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess
of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and 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;



 


		_______	(xix)	A “family
client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth
in (xviii) and whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating
the merits and risks of the prospective investment;



 


		_______	(xx)	 An entity, of a type not listed above, not formed for the
specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or



 


		_______	(xxi)	An entity in which all of the equity owners qualify as an accredited
investor under any of the above subparagraphs.



 


		_______	(xxii)	A Qualified
Purchaser as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and is acquiring the Shares for its own account
or for the account of another Qualified Purchaser.



 


		_______	(xxiii)	 The Subscriber does not qualify under any of the investor categories set forth in (i) through (xxi) above.



 


		2.1	Type of the Subscriber. Indicate the form of entity of the Subscriber:



 


		 ̈	Individual	 ̈	Limited Partnership



 


		 ̈	Corporation	 ̈	General Partnership



 


		 ̈	Revocable
Trust



 


		 ̈	Other Type of Trust (indicate type):	________________________________



 


		 ̈	Other (indicate form of organization):	________________________________



 


		2.2.1	If the Subscriber is not an individual, indicate the approximate date the Subscriber entity was formed:
_____________________.



 


		2.2.2	If the Subscriber is not an individual, initial the line below which correctly describes
the application of the following statement to the Subscriber’s situation: the Subscriber (x) was not organized or reorganized for
the specific purpose of acquiring the Securities and (y) has made investments prior to the date hereof, and each beneficial owner thereof
has and will share in the investment in proportion to his or her ownership interest in the Subscriber.



 


		__________	True



 


		__________	False



 


If the “False” line is initialed,
each person participating in the entity will be required to fill out a Subscription Agreement.


 






    A-3 


     


    

 


	 	Subscriber:



 


		Subscriber Name:	 






 


	 	By:	 



		Signatory Name:


Signatory Title:






 






    A-4