Exhibit 10.5


 



FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of June 14, 2021, by and between G Squared
Ascend II Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management II, LLC, a
Cayman Islands limited liability company (the “Purchaser”).


 


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


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public
Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value
$0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable warrant, where each whole redeemable
warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”).
Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a Warrant. The Company shall
not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of the Warrants from the Public Units
or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder;


 


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


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on
a private placement basis, 5,000,000 Class A Shares (the “Forward Purchase Shares”) and 1,000,000 Warrants (the
 “Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase Securities”)
on the terms and conditions set forth herein;


 


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


 


1. Sale and Purchase.


 


(a) Forward Purchase
Securities.


 


(i) The Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase Shares and the Forward
Purchase Warrants for an aggregate purchase price of $50,000,000 (the “FPS Purchase Price”).


 


(ii) Each Forward Purchase
Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public Warrants”),
and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental
Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).
Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject
to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward
Purchase Warrants will become exercisable thirty (30) days after the Business Combination Closing, and will expire five years after
the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.


 


(iii) The Company shall
require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser, at least ten (10) Business
Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the
Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the
 “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow Agent”)
pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least
two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser shall
deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending
the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser
delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically
return to the Purchaser the FPS Purchase Price. For the purposes of this Agreement, “Business Day” means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, New York.




     


     


    



(iv) The closing of
the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date and immediately
prior to the Business Combination Closing (such date being referred to as the “Closing Date”). At the FPS Closing,
the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the Purchaser, against
(and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.


 


(b) Delivery
of Forward Purchase Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


(a) Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation
or organization and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


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




     


     


    



(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


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


 


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


 


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


 


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


 


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




     


     


    



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


 


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


 


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


 


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


 


(m) Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


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


 


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


 


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


 


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


 


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




     


     


    



(c) Valid Issuance
of Securities.


 


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


 


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


 


(d) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities
laws.


 


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


 


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


 


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


 


(h) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.




     


     


    



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


 


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


 


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


 


5. FPS Closing Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




     


     


    



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


 


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


 


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


 


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


 


(b) automatically


 


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


 


(ii) if the Business
Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company’s
shareholders; or


 


(iii) if the Sponsor
or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any
state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent
or similar officer is appointed by a court for business or property of the Sponsor or the Company, in each case which is not removed,
withdrawn or terminated within sixty (60) days after such appointment.


 


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


 


7. General Provisions.


 


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


 


G Squared Ascend II Inc.

205 N Michigan Ave





Suite 3770





Chicago, IL 60601

Attn: Tom Hoban, Chief Financial Officer




     


     


    



with a copy to the Company’s counsel at:


 


Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attn: Jocelyn M. Arel, Esq.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) No Finder’s
Fees. Other than fees payable to Morgan Stanley & Co. LLC, which shall be the responsibility of the Company, each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.
The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the
nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible.
The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


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


 


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


 


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


 


(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other parties except that the Purchaser may assign its rights,
interests, or obligations hereunder to any of its affiliates.


 


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


 


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


 


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


 


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




     


     


    



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


 


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


 


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


 


(n) Expenses.
The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be
required to pay any costs or expenses of the Purchaser unless and until the Business Combination is consummated. The Company shall
be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated
with the issuance of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase
Securities.


 


 (o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to
include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
 “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


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


 


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


 


[Signature Page Follows]




     


     


    


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


 


	 	PURCHASER:
	 	G SQUARED ASCEND MANAGEMENT II, LLC
	 	 	 
	 	By:	/s/ Ward Davis    
	 	 	Name: Ward Davis
	 	 	Title: Manager
	 	 	 
	 	COMPANY:
	 	G SQUARED ASCEND II INC.
	 	 	 
	 	By:	/s/ Ward Davis
	 	 	Name: Ward Davis
	 	 	Title: Chief Executive Officer


 


[Signature Page to Forward Purchase Agreement]