Exhibit 10.4


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on December 13, 2022, by and among Lifezone Metals Limited, an Isle
of Man company (the “Issuer”), GoGreen Investments Corporation, a Cayman Islands exempted company (“GOGN”),
and the undersigned (“Subscriber”).


 


WHEREAS, the Issuer, GOGN,
Lifezone Holdings Limited, an Isle of Man company (the “Company”), Aqua Merger Sub, a Cayman Islands exempted company
and wholly owned subsidiary of the Issuer (“Merger Sub”), and the other parties named therein, will, concurrently with
the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated as of the date hereof (as
amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Business Combination
Agreement”);


 


WHEREAS, the parties to the
Business Combination Agreement desire and intend to effect a business combination transaction whereby (a) GOGN will merge with and into
Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence of GOGN shall cease and Merger
Sub shall continue as the surviving entity and a wholly owned direct subsidiary of the Issuer and (ii) each issued and outstanding GOGN
ordinary share immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled,
in exchange for the right of the holder thereof to receive the Per Share Merger Consideration (as defined in the Business Combination
Agreement), and (b) on the day immediately after the effective time of the Merger, Company shareholders will transfer all of the outstanding
Company ordinary shares to the Issuer, the consideration for which will be (i) the issuance of new Issuer Shares (as defined herein) by
the Issuer and (ii) the issuance of certain other Issuer Shares, in each case on the terms and subject to the conditions set forth in
the Business Combination Agreement pursuant to and as described in the Business Combination Agreement, the result of which being the Issuer
will acquire all of the issued and outstanding ordinary shares of the Company, with the Company becoming a wholly owned subsidiary of
the Issuer (the “Business Combination”), in each case on the terms and subject to the conditions set forth in the Business
Combination Agreement (the Merger and the Business Combination, together with the other transactions contemplated by the Business Combination
Agreement, the “Transactions”);


 


WHEREAS, as a result of and
following the Transactions, (a) the Issuer will be a public company whose ordinary shares and warrants are anticipated to be listed on
the New York Stock Exchange and (b) (i) GOGN’s ordinary shares and warrants will be converted into ordinary shares of the Issuer,
par value $0.0001 per share (the “Issuer Shares”), and warrants, respectively, (ii) the GOGN units, ordinary shares
and warrants will be delisted from the New York Stock Exchange and (iii) GOGN will be deregistered under the Exchange Act (as defined
herein);


 


WHEREAS, in connection with
the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of Issuer Shares set forth on Subscriber’s
signature page hereto (the “Shares”) for a purchase price of $10.00 per share (the “Per Share Purchase Price”),
for the aggregate purchase price set forth on Subscriber’s signature page hereto (the “Purchase Price”), and
the Issuer desires to, at the Closing Date (as defined below), issue and sell to Subscriber the Shares in consideration of the payment
of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein; and


 






     


     


    

 


WHEREAS, in connection with
the Transactions, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”)) or institutional “accredited investors” (within the meaning of Rule
501(a) of Regulation D under the Securities Act (“Regulation D”)) satisfying the applicable requirements set forth
on Schedule I or certain other “accredited investors” within the meaning of Rule 501(a)(4)-(6) and (8) of Regulation
D (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements with
the Issuer on the date hereof (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have
agreed to purchase Issuer Shares on the Closing Date (as defined below) at the same Per Share Purchase Price as Subscriber, and the aggregate
amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as
of the date hereof, of at least 5,000,000 Issuer Shares.


 


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


 


1. Subscription. Subject
to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the
Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance,
the “Subscription”).


 


2. Representations, Warranties,
and Agreements.


 


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


 


2.1.1   Subscriber
has been duly formed or incorporated and is validly existing and in good standing (or such equivalent concept to the extent it exists
under the laws of the jurisdiction of incorporation or formation) under the laws of its jurisdiction of incorporation or formation, with
power and authority to enter into, deliver, and perform its obligations under this Subscription Agreement.


 


2.1.2   This
Subscription Agreement (including the transactions contemplated herein) has been duly authorized, validly executed and delivered by Subscriber.
Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer and GOGN, this Subscription Agreement
is the valid and binding obligation of Subscriber and is enforceable against 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) general principles of equity, whether considered at law or equity (including
concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.1.3   The
execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement,
including the purchase of the Shares and the consummation of the other transactions contemplated herein (i) are fully consistent with
Subscriber’s financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines
and other restrictions applicable to Subscriber and (iii) are a fit, proper and suitable investment for Subscriber, notwithstanding the
substantial risks inherent in investing in or holding the Shares.


 






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2.1.4   The
execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement,
including the purchase of the Shares and the consummation of the other transactions contemplated herein do not 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 Subscriber, pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which Subscriber is a party, or by which
Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the ability of, or prevents, impairs, delays or impedes the legal authority of, Subscriber
to enter into and timely perform in any material respect its obligations under this Subscription Agreement (a “Subscriber Material
Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber, or (iii) result
in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or
governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that would reasonably be
expected to have a Subscriber Material Adverse Effect.


 


2.1.5   Subscriber
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.


 


2.1.6   Subscriber
is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), in each case, satisfying the applicable
requirements set forth on Schedule I attached hereto, (ii) an “institutional account” as defined in FINRA Rule 4512(c) (and
accordingly, Subscriber is aware that this offering of the Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C)
or (J)), (iii) if resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”), (iv) if resident
in the United Kingdom, is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), (v) acquiring the Shares
only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary or agent for
one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited
investor” and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make
the acknowledgements, representations, warranties, and agreements herein on behalf of each owner of each such account, and (vi) not acquiring
the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any
other securities laws of the United States or any other jurisdiction (and shall provide the requested information on Schedule I attached
hereto, where such information provided shall be accurate and complete in all material respects). Subscriber is not an entity formed for
the specific purpose of acquiring the Shares.


 


2.1.7   Subscriber
is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently,
both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent
judgment in evaluating its participation in the purchase of the Shares.


 






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2.1.8   Subscriber
understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act, or any “offer of securities to the public” within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation,
and that the Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction.
Subscriber understands that the Shares may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective
registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to
offers and sales that occur solely 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 or book entries
representing the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not be eligible for
resale pursuant to Rule 144A promulgated under the Securities Act and will not be immediately eligible for resale pursuant to Rule 144
promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions
and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the
financial risk of an investment in the Shares for an indefinite period of time. 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. By making the representations herein, Subscriber
does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to assign, transfer or otherwise
dispose of any of Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.


 


2.1.9   Subscriber
understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that there have
been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, GOGN, the Company, BTIG, LLC (“BTIG”),
Sprott Capital Partners LP (“Sprott”) (BTIG and Sprott each, a “Placement Agent” and, together,
the “Placement Agents”), or any of their respective affiliates or control persons, officers, directors, employees,
agents, partners or representatives of any of the foregoing or any other person or entity (such persons, together with the Placement Agents,
the “Non-Party Affiliates”), expressly or by implication, other than those representations, warranties, covenants,
and agreements of GOGN and the Issuer expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations,
warranties or covenants other than those made by GOGN and the Issuer expressly set forth in this Subscription Agreement.


 


2.1.10   Subscriber
represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose of or otherwise
transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.


 


2.1.11   Subscriber
represents and warrants that either (i) it is not a Benefit Plan Investor, as contemplated by the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Shares will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”), or any applicable Similar Law (as defined below).


 






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2.1.12   In
making its decision to subscribe for and purchase the Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and each of the Issuer’s and GOGN’s representations, warranties and agreements in Section 2.2 and
Section 2.3 hereof, respectively. Without limiting the generality of the foregoing, Subscriber has not relied on and disclaims
reliance on any statements or other information provided by any Non-Party Affiliate concerning the Issuer, GOGN, the Company or the Shares,
the offer and sale of the Shares, the Transactions or the other transactions contemplated by this Subscription Agreement. Subscriber acknowledges
and agrees that Subscriber has received access to and has had an adequate opportunity to review and understand such financial and other
information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, including with respect to
the Issuer, GOGN, the Company, the offer and sale of the Shares, the Transactions or the other transactions contemplated by the Subscription
Agreement and has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s
investment in the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has had an opportunity to
review the documents made available to Subscriber by GOGN and the Company, including the Investor Presentation dated December 2022 (the
“Disclosure Package”), provided by GOGN and the Company and any such documents available on the Securities and Exchange
Commission’s (the “Commission”) EDGAR system. Subscriber represents and agrees that Subscriber and Subscriber’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers, and obtain such information
as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary, without reliance on the Placement Agents,
to make an investment decision with respect to the Shares and conducted and completed their own independent diligence concerning the Issuer,
GOGN, the Company, the Shares, the offer and sale of the Shares, the Transactions and the other transactions contemplated by this Subscription
Agreement. Based upon such information as Subscriber has deemed appropriate, Subscriber has independently made its own analysis and decision
to subscribe for and purchase the Shares and enter into the transactions contemplated herein. Except for the representations, warranties
and agreements of the Issuer and GOGN expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own
sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the
Issuer, GOGN, the Company or the Shares, the offer and sale of the Shares, the Transactions or the other transactions contemplated by
this Subscription Agreement.


 


2.1.13   Subscriber
acknowledges that neither the Placement Agents nor any of their affiliates nor any control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing (collectively, “Representatives”) have made any independent investigation
with respect to the Issuer, GOGN, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber
by the Issuer, GOGN or the Company or any of their respective subsidiaries or affiliates. However, neither any such inquiries, nor any
due diligence investigation conducted by Subscriber or any of Subscriber’s professional advisors nor anything else contained herein,
shall modify, limit or otherwise affect Subscriber’s right to rely on the Issuer’s or GOGN’s representations, warranties,
covenants and agreements contained in this Subscription Agreement. Subscriber acknowledges that (i) it has not relied on any statements
or other information provided by the Placement Agents or any of the Placement Agents’ affiliates with respect to their decision
to invest in the Shares, including information related to the Issuer, the Company, the Shares and the offer and sale of the Shares and
(ii) neither the Placement Agents nor any of their affiliates have prepared any disclosure or offering document in connection with the
offer and sale of the Shares.


 


2.1.14   Subscriber
became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the one hand, and the Issuer, GOGN
or their respective representatives (including the Placement Agents), on the other hand. The Shares were offered to Subscriber solely
by such direct contact. Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by
any other means. Subscriber acknowledges that the Shares (i) were not offered to it by any form of general solicitation or general advertising,
including methods described in Section 502(c) of Regulation D under the Securities Act, and (ii) are not being offered to it in a manner
involving a public offering under, or, to its knowledge, in a distribution in violation of, the Securities Act or any other applicable
securities laws.


 






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2.1.15   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 GOGN SEC Documents (as defined below). Subscriber is a sophisticated institutional investor, is able to fend for itself in
the transactions contemplated herein, has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s
tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of the Company,
the Issuer, GOGN or any of their respective agents (including the Placement Agents) or affiliates, have provided any tax advice or any
other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription
Agreement. Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets the institutional customer
exemption under FINRA Rule 2111(b).


 


2.1.16   Subscriber
represents and acknowledges that Subscriber, alone, or together with its professional advisor(s), if any, has adequately analyzed and
fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and
that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment
in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


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


 


2.1.18   Neither
Subscriber nor any of its directors, officers, employees or other persons acting on behalf of Subscriber for the purposes of this Subscription
Agreement is (i) a person or entity named on any sanctions list maintained by (A) the U.S. Department of the Treasury’s Office of
Foreign Assets Control, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions
Evaders List, or the Sectoral Sanctions Identification List, (B) the European Union, (C) the United Nations Security Council, (D) the
government of the United Kingdom, including HM Treasury, or (E) any individual European Union member state (clauses (A)-(E), collectively,
“Sanctions Bodies” and the sanctions lists maintained by the Sanctions Bodies, the “Sanctions Lists”),
(ii) 50% or more owned or controlled by, or acting on behalf of, a person, that is named on a list maintained by any Sanctions Body, (iii) organized,
incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency,
or instrumentality thereof, of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic,
the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to substantial trade restrictions
by any Sanctions Body, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”).
Subscriber represents that, if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended
by the USA PATRIOT Act of 2001, as amended (the “PATRIOT Act”), and its implementing regulations (collectively, the
“BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. Subscriber also represents that, to the extent that Subscriber is not a natural person, it maintains policies
and procedures reasonably designed to ensure compliance with sanctions programs administered by the United States, United Nations, European
Union, or any individual European Union member state, the United Kingdom or any other relevant governmental authority, including for the
screening of its investors against the any lists maintained by a Sanctions Body. Subscriber further represents and warrants that, to the
extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase
the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Subscriber.


 






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2.1.19   If
Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual retirement
account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered to include
“plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”),
or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section
3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses
(i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that
are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with the ERISA Plans,
the “Plans”), then Subscriber represents and warrants that none of the Issuer, the Company, GOGN or any of their respective
affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the Plan’s
fiduciary with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties is or shall at any time be
the Plan’s fiduciary with respect to any decision to acquire and hold the Shares, and none of the Transaction Parties is or shall
at any time be the Plan’s fiduciary with respect to any decision in connection with Subscriber’s investment in the Shares.


 


2.1.20   Subscriber
is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of equity securities of the
Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.21   Subscriber
hereby acknowledges and agrees that it will not, nor will any person acting at Subscriber’s direction or pursuant to any understanding
with Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute
any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all types of direct and indirect
stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other
transactions through non-U.S. broker dealers or foreign regulated brokers, of the Issuer Shares or the Shares until the consummation of
the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms).


 


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


 






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2.1.23   Subscriber
has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 1 will have, sufficient
immediately available funds to pay the Purchase Price pursuant to Section 1. Subscriber is an entity having total liquid assets
and net assets in excess of the Purchase Price as of the date hereof and as of each date the Purchase Price would be required to be funded
to the Issuer pursuant to Section 1.


 


2.1.24   Subscriber
hereby acknowledges and agrees that (i) the Placement Agents are acting solely as placement agents in connection with the Subscription
and are not acting as an underwriter or in any other capacity and are not and shall not be construed as fiduciaries or financial advisors
for Subscriber in connection with the Transactions, (ii) neither the Placement Agents nor any of their Representatives have made nor will
make any representation or warranty, whether express or implied, of any kind or character to Subscriber and have not provided any advice
or recommendation to Subscriber in connection with the Transactions, (iii) neither the Placement Agents nor any of their Representatives
will have any responsibility to Subscriber with respect to (A) any representations, warranties or agreements made by any person or entity
to Subscriber under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith,
or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (B) the business, affairs, financial
condition, operations, properties or prospects of, or any other matter concerning, the Issuer, the Company, GOGN or the Transactions,
(iv) the Placement Agents shall have no 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 Subscriber, the Company
or any other person or entity), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in
respect of the Transactions, in each case, absent, as fully adjudicated by a court of competent jurisdiction, the Placement Agents’
bad faith, fraud, willful misconduct or gross negligence; and (v) each Placement Agent is also acting as a financial advisor to GOGN,
and may receive fees both for their services as a Placement Agent and for their financial advisory services to GOGN.


 


2.1.25   Neither
the Placement Agents nor any of their Representatives have made any independent investigation with respect to the Issuer, the Company,
GOGN or any of their respective subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy
of any information supplied to Subscriber by the Issuer, the Company or GOGN or any of their respective subsidiaries or affiliates.


 


2.1.26   No
broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this Subscription
Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, GOGN, the Company or any of
their respective subsidiaries.


 


2.1.27   Subscriber
acknowledges that certain information provided by the Issuer, the Company and GOGN was based on projections, and such projections were
prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections.
Subscriber acknowledges that such information and projections were prepared without the participation of the Placement Agents and that
the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information
and projections. Subscriber further acknowledges that the information provided to Subscriber was preliminary and subject to change, including
in the registration statement and the proxy statement/prospectus that GOGN and the Issuer intend to file with the Commission (which will
include substantial additional information about the Company and the Transactions and will update and supersede the information previously
provided to Subscriber).


 






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2.1.28   Subscriber
acknowledges that (i) the Issuer, the Company, GOGN and the Placement Agents currently have, and later may come into possession of, information
regarding the Issuer, the Company and GOGN that is not known to Subscriber and that may be material to enter into this Subscription Agreement
(“Excluded Information”), and (ii) Subscriber has determined to enter into this Subscription Agreement to purchase
the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information.


 


2.1.29   Subscriber
acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the
Issuer and GOGN.


 


2.1.30   Subscriber
agrees that none of (i) the Other Subscribers pursuant to the Other Subscription Agreements entered into in connection with the offer
and sale of Issuer Shares (including the controlling persons, members, officers, directors, partners, agents or employees of any such
Other Subscribers) (ii) the Non-Party Affiliates, or (iii) any party to the Business Combination Agreement (other than the Issuer and
GOGN), including any such party’s representatives, affiliates or any of its or their control persons, officers, directors or employees,
shall be liable to 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.


 


2.1.31   If
Subscriber is located in the United Kingdom or a member state of the European Economic Area, it represents and warrants that it is a qualified
investor (within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)) and
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”)
(the “UK Prospectus Regulation”).


 


2.1.32   If
Subscriber is located in Australia, Subscriber represents and warrants that it is a person who falls within an exempt offer category in
section 708 of the Australian Corporations Act 2001 (Cth) (including “sophisticated investors” or “professional investors”
within the meaning of section 708(8) and 708(11) respectively of the Australian Corporations Act 2001 (Cth)).


 


2.1.33   If
Subscriber is located in the United Kingdom, Subscriber represents and warrants that it is either (i) a person who is an investment professional
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”);
(ii) a high net worth company, unincorporated association or other body falling within Article 49(2)(a) to (d) of the Order; or (iii)
a person to whom the Issuer Shares may otherwise be lawfully communicated.


 


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


 


2.2.1   The
Issuer is a newly-formed entity which is duly incorporated, validly existing and in good standing (or such equivalent concept to the extent
it exists under the laws of Isle of Man) under the laws of the Isle of Man, with corporate power and authority to own, lease, and operate
its properties and conduct its business as presently conducted in all material respects and to enter into, deliver, and perform its obligations
under this Subscription Agreement in all material respects.


 






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2.2.2   The
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance with the
terms of this Subscription Agreement and registered on the Issuer’s register of members, the Shares will be validly issued, fully
paid, and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the
Issuer’s articles of association or under the Isle of Man Companies Act 2006, as amended, under any agreement or instrument to which
the Issuer is a party or by which the Issuer is bound, or otherwise.


 


2.2.3   This
Subscription Agreement (including the transactions contemplated herein) has been duly authorized and validly executed and delivered by
the Issuer and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and GOGN, is the
valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited
or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting
the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality,
reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.2.4   Assuming
the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription
Agreement, respectively, the execution and delivery of this Subscription Agreement by the Issuer and the performance by the Issuer of
its obligations under this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), issuance and
sale of the Shares, and the consummation of the other transactions contemplated herein do not 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 Issuer, pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license, or other agreement or instrument to which the Issuer is a party or by which the Issuer
is bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of the Issuer and
its subsidiaries (after giving effect to the Transactions), taken as a whole, or prevents, impairs, delays or impedes the legal authority
of the Issuer to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively,
an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents
of the Issuer, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable
requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries
or properties that would reasonably be expected to have an Issuer Material Adverse Effect.


 


2.2.5   Except
as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof
there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Shares, (ii) the Issuer Shares to be issued pursuant to any Other Subscription Agreement
or (iii) the Issuer Shares to be issued pursuant to the Transactions, in each case, that have not been or will not be validly waived on
or prior to the Closing Date.


 






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2.2.6   Assuming
the accuracy of Subscriber’s and GOGN’s representations and warranties in Section 2.1 and 2.3 of this Subscription
Agreement, respectively, the Issuer 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 organizational documents of the Issuer,
(ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license
to which, as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are
bound or (iii) any statute or any judgment, laws, order, rule or regulation of any court or governmental agency, taxing authority or regulatory
body, domestic or foreign, having jurisdiction over the Issuer 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 reasonably be expected to have, individually or in the aggregate, an Issuer
Material Adverse Effect. The Issuer is in compliance with all applicable laws, except where such non-compliance would not have an Issuer
Material Adverse Effect. The Issuer has not received any written or, to its knowledge, other communication from a governmental entity
that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,
default or violation would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.


 


2.2.7   As
of the date of this Subscription Agreement, the issued share capital of the Issuer consists of one ordinary share of a par value of $0.0001,
and such share is duly authorized and validly issued, and is not subject to preemptive rights or encumbrances. As of the date of this
Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence and pursuant to the
Other Subscription Agreements, the Business Combination Agreement and the transactions contemplated thereby, there are no outstanding
(1) shares, equity interests or voting securities of the Issuer, (2) securities of the Issuer convertible into or exchangeable for shares
or other equity interests or voting securities of the Issuer, or (3) options, warrants or other rights (including preemptive rights) or
agreements, arrangements or commitments of any character, whether or not contingent, of the Issuer to acquire from any individual, entity
or other person, and no obligation of the Issuer to issue, any shares or other equity interests or voting securities of the Issuer (collectively,
the “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests. There are
no shareholder agreements, voting trusts or other agreements to which the Issuer is a party or by which it is bound relating to the voting
of any securities of the Issuer, other than as contemplated by this Subscription Agreement, the Business Combination Agreement and the
transactions contemplated thereby.


 


2.2.8   Assuming
the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription
Agreement, respectively, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make
any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization
or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without
limitation, the issuance of the Shares), other than (i) filings with the Commission of the Registration Statement (as defined below),
(ii) filings required by applicable securities laws, (iii) filings required by the New York Stock Exchange (the “NYSE”),
and (iv) where the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, an Issuer Material
Adverse Effect.


 


2.2.9   Assuming
the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription
Agreement, respectively, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber
in the manner contemplated by this Subscription Agreement.


 






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


 


2.2.11   The
Issuer is not, and immediately after receipt of payment for the Shares will not be, required to register as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


2.2.12   Other
than the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of the Issuer in
connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.


 


2.2.13   Neither
the Issuer 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 of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).


 


2.2.14   In
the last five (5) years, none of the Issuer, the Company or, to the Issuer’s knowledge, any of their respective representatives,
has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii)
made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials
or employees, to foreign or domestic political parties or campaigns in violation of applicable laws or otherwise violated any provision
of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Isle of Man Bribery Act 2013 or any other local or foreign
anti-corruption or bribery law, or (iii) made any other unlawful payment. In the last five (5) years, none of the Issuer, the Company
or, to the Issuer’s knowledge, any of their respective representatives has directly or knowingly indirectly, given or agreed to
give any unlawful gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position
to help or hinder any of the Issuer or the Company or assist any of the Issuer or the Company in connection with any actual or proposed
transaction. None of the Issuer, the Company or any of their respective representatives will use any proceeds from the sale of the Shares
for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity. In the last five (5) years,
the operations of each of the Issuer and the Company are and have been conducted at all times in compliance in all material respects with
money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any federal, state, local, foreign or other governmental, quasi-governmental, regulatory
or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body (“Governmental Authority”) that have jurisdiction over
the Issuer or the Company. Neither the Issuer nor, to the Issuer’s knowledge, the Company nor any of their respective directors
or officers, or any other representative acting on behalf of each of them, is currently (i) identified on any Sanctions Lists, (ii) organized,
resident, or located in, or a national of any of the comprehensively sanctioned countries (currently, Cuba, Iran, North Korea, Syria,
the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each,
a “Sanctioned Country”), or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or
otherwise controlled, by a person identified in (i) or (ii); and neither the Issuer nor, to the Issuer’s knowledge, the Company,
has directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any subsidiary,
joint venture partner or other person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing
the activities of any person currently subject to, or otherwise in violation of, any sanctions administered by OFAC or the U.S. Department
of State or other applicable Governmental Authority in the last five (5) years. In the last five (5) years, none of the Issuer, or, to
the Issuer’s knowledge, its directors, officers or any other representative acting on behalf of the Issuer, or, to the Issuer’s
knowledge, the Company or any of its directors, officers or any other representative acting on behalf of the Company, has engaged in any
conduct, activity, or practice that would constitute a violation of any applicable sanctions laws administered by OFAC, the U.S. Department
of State, or other applicable Governmental Authority. No Action (as defined in the Business Combination Agreement) involving the Issuer,
or, to the Issuer’s knowledge, the Company or any of their respective officers, directors or shareholders with respect to the any
of the foregoing is pending or, to the Issuer’s knowledge, threatened. No officer, director or shareholder of the Issuer or, to
the Issuer’s knowledge, the Company, is a Public Official. For purposes of this Agreement, “Public Official” means any
official or employee of a government or government-owned or controlled entity, or any person acting in an official capacity for or on
behalf of any of the foregoing, or an official, agent, officer, employee or representative or any person acting in an official capacity
on behalf of a national, supranational, regional or local authority, an agency, department or instrumentality of a government, a judicial
body, a public international organization, a political party, or an entity or enterprise with any level of government or state ownership
or control, or any political party or party official or candidate for political office and any member of any royal or ruling family.


 






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2.2.15   The
Issuer has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation,
administration or winding up or failed to pay its debts when due, nor does the Issuer have any knowledge or reason to believe that any
of its creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.


 


2.2.16   The
Issuer acknowledges that there have been no, and in issuing the Shares the Issuer is not relying on any, representations, warranties,
covenants and agreements made to the Issuer by Subscriber, any of its officers, directors or representatives or any other person or entity,
expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription
Agreement.


 


2.2.17   Upon
consummation of the Transactions, the Issuer Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed
for trading on the NYSE, and the Shares will be approved for listing on the NYSE, subject to official notice of issuance. Immediately
following the Closing, the Issuer will comply with the continued listing standards of the NYSE. There is no suit, action, proceeding,
or investigation pending or, to the knowledge of Issuer, threatened against Issuer by NYSE or the Commission to prohibit or prejudice
the listing of the Issuer Shares on NYSE or the registration of the Issuer Shares under the Exchange Act.


 


2.2.18   A
copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer
on or prior to the Closing Date (the “Issuer SEC Documents”) is available to the Subscriber via the Commission’s EDGAR
system. The Registration Statement (as defined in the Business Combination Agreement), when declared effective by the Commission, shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading. The description of the Company to be included in the Proxy Statement (as defined in the Business
Combination Agreement) shall not be materially inconsistent with the information included in the Disclosure Package.


 


2.2.19   As
on the date of this Subscription Agreement, the Issuer has not entered into any subscription agreement, side letter or similar agreement
or understanding with any Other Subscriber or any other investor relating to such Other Subscriber’s or other investor’s direct
or indirect investment in the Issuer, other than the Business Combination Agreement, the Other Subscription Agreements or any side letter
or similar agreement or understanding unrelated to such Shares or whose economic terms and conditions are not materially more advantageous
to such Other Subscriber than Subscriber hereunder (other than terms particular to cases where the Other Subscriber is an individual or
terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Other Subscription
Agreements reflect the same Per Share Purchase Price and other economic terms and conditions with respect to the purchase of Issuer Shares
that are not materially more advantageous to such subscriber thereunder than the terms of this Subscription Agreement, other than (i)
terms particular to the regulatory requirements of such subscriber or its affiliates or related funds that are mutual funds or are otherwise
subject to regulations related to the timing of funding and the issuance of the related Issuer Shares, (ii) the alternative settlement
mechanics available to investment companies registered under the Investment Company Act or investors advised by an investment adviser
subject to regulation under the Investment Advisers Act as contemplated by Section 3.1.2 hereof and (iii) terms particular to the
nature of the relevant Other Subscriber as an individual.


 


2.2.20   Upon
the consummation of the Business Combination, the Issuer will own, directly or indirectly, 100% of the Company, and will have all corporate
power and authority to operate the Company.


 


2.3   GOGN’s
Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares at the Closing, GOGN hereby represents and
warrants to Subscriber and Issuer and agrees with Subscriber and Issuer as follows:


 


2.3.1   GOGN
is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with corporate power
and authority to own, lease and operate its properties and conduct its business as presently conducted in all material respects and to
enter into, deliver and perform its obligations under this Subscription Agreement in all material respects.


 






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2.3.2   This
Subscription Agreement (including the transactions contemplated herein) has been duly authorized, executed and delivered by GOGN and,
assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and the Issuer, is the valid and
binding obligation of GOGN and is enforceable against it 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) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness,
good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.3.3   The
execution, delivery, and performance of this Subscription Agreement (including compliance by GOGN with all of the provisions hereof),
issuance and sale of the Shares, and the consummation of the certain other transactions contemplated herein 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 GOGN pursuant to the terms of any indenture, mortgage, deed
of trust, loan agreement, lease, license, or other agreement or instrument to which GOGN is a party or by which GOGN is bound or to which
any of the property or assets of GOGN is subject, which would reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the assets, business, results of operation or financial operations of GOGN, or prevents, impairs, delays or impedes
the legal authority of GOGN to enter into and timely perform in any material respect its obligations under this Subscription Agreement
(collectively, a “GOGN Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational
documents of GOGN, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable
requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over GOGN or any of its properties that
would reasonably be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.


 


2.3.4   The
authorized share capital of GOGN as of the date of this Subscription Agreement and as of immediately prior to the Closing is $55,500 divided
into (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) no Preference Shares are issued and outstanding;
(ii) 28,935,000 Class A Shares are issued and outstanding; (iii) 6,900,000 Class B Shares are issued and outstanding; and (iv) 14,467,500
warrants, each exercisable to purchase one existing Class A Share at $11.50 per share (the “Warrants”) are outstanding.
As of the date of this Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence,
there are no outstanding (1) shares or other equity interests or voting securities of GOGN (collectively, the “GOGN Equity Interests”),
(2) securities of GOGN convertible into or exchangeable for GOGN Equity Interests, or (3) options, warrants or other rights (including
preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of GOGN to acquire from any
individual, entity or other person, and no obligation of GOGN to issue, any GOGN Equity Interests or securities convertible into or exchangeable
or exercisable for GOGN Equity Interests. As of the date of this Subscription Agreement, GOGN has no subsidiaries and does not own, directly
or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder
agreements, voting trusts or other agreements to which GOGN a party or by which it is bound relating to the voting of any securities of
GOGN, other than (A) as set forth in the GOGN SEC Documents (as defined below) and (B) as contemplated by the Business Combination Agreement
or the transactions contemplated herein. There are no securities or instruments issued by or to which GOGN is party containing anti-dilution
or similar provisions that will be triggered by the issuance of the Shares or the issuance of the Issuer Shares under any Other Subscription
Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date.


 






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2.3.5   GOGN
has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy of each form,
report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by GOGN with the Commission on or prior
to the date of this Subscription Agreement (the “GOGN SEC Documents”). GOGN has timely filed each GOGN SEC Document
that GOGN was required to file with the Commission since its inception and through the date hereof. None of the GOGN SEC Documents contained,
when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The financial statements of GOGN included in the GOGN SEC Documents
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto
as in effect at the time of filing and fairly present in all material respects the financial condition of GOGN 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 outstanding or unresolved comments in comment letters from the Commission staff with respect
to any of the GOGN SEC Documents.


 


2.3.6   GOGN
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 organizational documents of GOGN, (ii) any loan or credit agreement, guarantee,
note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription
Agreement, GOGN is a party or by which GOGN’s properties or assets are bound or (iii) any statute or any judgment, order, rule or
regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over GOGN
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 reasonably
be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.


 


2.3.7   Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, no registration
under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber. Neither GOGN 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 of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).


 


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


 


2.3.9   GOGN
is in compliance with all applicable laws, except where such non-compliance would not have a GOGN Material Adverse Effect. Neither GOGN,
nor to its knowledge, the Company, has received any written communication from a governmental authority that alleges that GOGN or 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 be reasonably expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.


 


2.3.10   GOGN
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 or self-regulatory organization in connection with the execution,
delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings
with the Commission, (ii) filings required by applicable securities laws, (iii) any filings required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 or similar antitrust laws, (iv) filings required by the NYSE, and (v) those required to consummate the Transactions
as provided under the Business Combination Agreement.


 






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2.3.11   GOGN
has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation,
administration or winding up or failed to pay its debts when due, nor does GOGN have any knowledge or reason to believe that any of its
respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.


 


2.3.12   Other
than the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of GOGN in connection
with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.


 


2.3.13   The
Class A Shares and Warrants are listed for trading on NYSE. There is no suit, action, proceeding, or investigation pending or, to the
knowledge of GOGN, threatened against GOGN by the NYSE or the Commission to prohibit or terminate the listing of the Class A Shares or
Warrants on NYSE or to deregister the Class A Shares or Warrants under the Exchange Act, other than as contemplated by the Transactions.


 


3. Closing Conditions.


 


3.1.1   Subject
to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those
conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement,
but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination), the closing
of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and at a time immediately following
the consummation of the Business Combination (the “Closing Date”). Not less than three (3) Business Days prior to the
date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied or, if permissible, waived (the
“Expected Closing Date”), the Issuer shall provide written notice (or such notice shall be provided on behalf of the
Issuer) to Subscriber (the “Closing Notice”) specifying (i) the Expected Closing Date and (ii) the closing bank account
details (wire instructions) for delivery of the Purchase Price to the Issuer.


 


3.1.2   Subject
to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those
conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement,
but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination):


 


3.1.2.1   Subscriber
shall deliver to the Issuer, no later than one (1) Business Day prior to the Expected Closing Date, (i) the Purchase Price for the Shares
by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice,
such funds to be held by the Issuer in escrow until the Closing and (ii) such information as is reasonably requested in the Closing Notice
in order for the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are to be issued
and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service
Form W-8, as applicable. If the Business Combination is not consummated on or prior to the fifth (5th) Business Day after the
Expected Closing Date, promptly but no later than four (4) Business Days thereafter, the Issuer shall promptly return the Purchase Price
(which shall not include, for the avoidance of doubt, the accrual of any interest) to Subscriber by wire transfer of United States dollars
in immediately available funds to an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding
such return, unless and until this Subscription Agreement is terminated in accordance with Section 5, Subscriber shall remain obligated
to (A) redeliver funds representing the Purchase Price to the Issuer following the Issuer’s delivery to Subscriber of a new Closing
Notice and (B) to consummate the Closing immediately following the consummation of the Business Combination; and


 






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3.1.2.2   the
Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other
than those arising under applicable securities laws or as set forth in a separate written agreement between the Issuer and Subscriber,
as applicable), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and (ii) as promptly as practicable
after the Closing, a copy of the records of the Issuer’s transfer agent showing Subscriber (or such nominee or custodian) as the
owner of the Shares on and as of the Closing1.
Each book entry for the Shares shall contain a legend in substantially the following form:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY
ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.


 


For purposes of this
Subscription Agreement, “Business Day” means any day on which the principal offices of the Commission (as defined herein)
in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks
are not required to or authorized to close in New York, NY or the Isle of Man; provided, that banks shall not be deemed to be authorized
or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical
branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for
wire transfers) are open for use by customers on such day. Upon delivery in book-entry form of the Shares to Subscriber (or its nominee,
if applicable), the Purchase Price may be released from escrow.


 


 






	1	Note to Draft: For any Subscriber that is an investment company registered under the Investment
Company Act of 1940 (the “Investment Company Act”) or that is advised by an investment adviser subject to regulation under
the Investment Advisers Act of 1940 (the “Investment Advisers Act”), or otherwise informs GOGN that such provisions are required
for compliance with its internal policies and procedures, substitute the following closing mechanics in lieu of those described in Sections
3.1.2.1 and 3.1.2.2:



 


Subscriber shall
initiate funding of the Purchase Price to the Issuer as promptly as practicable on the morning (New York City time) of the Closing Date,
via wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice; provided,
that Subscriber shall not be obligated to initiate funding of the Purchase Price or consummate the Closing until the Issuer has delivered
to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising
under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian
designated by Subscriber, as applicable, and (ii) evidence from the Issuer’s transfer agent reflecting Subscriber (or its nominee
in accordance with its delivery instructions) as the owner of the Shares on and as of the Closing Date. In the event the Purchase Price
has not been delivered within one (1) Business Day of the issuance of the Shares, such issuance shall be deemed to be null and void and
the Issuer shall promptly reverse and cancel any book entries reflecting the issuance of the Shares.




 






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3.1.3   In
addition to the conditions set forth in Section 3.1.5, the obligations of the Issuer to consummate the transactions contemplated
hereunder are subject to the satisfaction (or waiver by the Issuer in writing) of the conditions that, at the Closing:


 


		(i)	all representations and warranties of 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 or Subscriber Material
Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of
the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect
or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date, in each case
without giving effect to the consummation of the Transactions;



 


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



 


		(iii)	all representations and warranties of GOGN 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 GOGN Material Adverse Effect
or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other
than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or GOGN Material Adverse Effect or similar qualification,
which representations and warranties shall be true and correct in all respects) as of such date, in each case without giving effect to
the consummation of the Transactions;



 


		(iv)	GOGN shall have performed or complied in all material respects with all agreements and covenants of this
Subscription Agreement required to be performed or complied with by it at or prior to the Closing; and



 


		(v)	prior to or at the Closing, Subscriber shall execute and deliver such additional documents and take such
additional actions as the Issuer reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated
by this Subscription Agreement.



 






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3.1.4   In
addition to the conditions set forth in Section 3.1.5, the obligations of Subscriber to consummate the transactions contemplated
hereunder are subject to the satisfaction (or waiver by Subscriber in writing) of the conditions that, at the Closing:


 


		(i)	all representations and warranties of the Issuer and GOGN 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, Issuer Material
Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct
in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which
shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer
Material Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and
correct in all respects) as of such date;



 


		(ii)	each of the Issuer and GOGN shall have performed or complied in all material respects with all agreements
and covenants of this Subscription Agreement required to be performed or complied with by each of them at or prior to the Closing;



 


		(iii)	(A) the terms of the Business Combination Agreement (as the same exists on the date of this Subscription
Agreement) shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to
materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive on the Closing Date under this
Subscription Agreement unless Subscriber has consented thereto in writing, and (B) there shall have been no amendment, waiver or modification
to any Other Subscription Agreement that materially benefits such Other Subscriber thereunder unless the Subscriber has been offered substantially
the same benefits;



 


		(iv)	the condition set forth in Section 10.2(f) of the Business Combination Agreement (as set forth in the Business
Combination Agreement on the date hereof) shall have been met and not waived by the parties to the Business Combination Agreement; and



 


		(v)	no suspension of the qualification of the Issuer Shares or offering or sale in any jurisdiction shall have
occurred.



 


3.1.5   In
addition to the conditions set forth in Section 3.1.3 and 3.1.4, respectively, the obligations of each of the Issuer and
Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction of the conditions that, at the Closing,
(i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation,
judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of making the Subscription
illegal or otherwise prohibiting consummation of the Subscription or the Transactions; (ii) the Business Combination shall have been consummated;
(iii) the Issuer Shares shall have been approved for listing on the NYSE (or, if the Issuer does not qualify for such market, Nasdaq)
as of the Closing Date, subject only to official notice of issuance thereof; and (iv) no suspension of the offering or sale of the Shares
shall be in effect, in any jurisdiction, including by the Commission.


 






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4.   Registration
Statement.


 


4.1   The
Issuer agrees to use its commercially reasonable efforts to file with the Commission (at the Issuer’s sole cost and expense) a registration
statement (the “Registration Statement”) registering the resale of the Shares within thirty (30) calendar days after
the consummation of the Transactions (the “Filing Date”), and the Issuer shall use its commercially reasonable efforts
to have the Registration Statement declared effective as promptly as practicable after the filing thereof but no later than the earlier
of (i) the sixtieth (60th) calendar day following the Closing (or ninetieth (90th) day if the Commission notifies
the Issuer that it will review the Registration Statement) and (ii) the fifth (5th) Business Day after the date the Issuer is notified
(orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will
not be subject to further review (such date, the “Effectiveness Date”); provided, however, that
the Issuer’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing a completed
and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules
for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition
of the Shares to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration
as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer
shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar
period or as permitted hereunder; provided further, that in connection with the foregoing, Subscriber shall not 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.
The Issuer will provide a draft of the Registration Statement to Subscriber for review at least three (3) Business Days in advance of
the filing of the Registration Statement, provided that in no event shall the Issuer be required to delay or postpone the filing of such
Registration Statement as a result of or in connection with Subscriber’s review. In the case of the registration effected by the
Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such
registration. Notwithstanding anything to the contrary in this Subscription Agreement, in no event shall Subscriber be identified as a
statutory underwriter in the Registration Statement unless requested by the Commission; provided that if the Commission requests that
Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from
the Registration Statement. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement
as set forth above. For purposes of this Section 4, “Shares” includes any Issuer Shares or other equity securities
of the Issuer issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange,
replacement or similar event.


 


4.2   At
its expense, the Issuer shall:


 


4.2.1   except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under applicable securities
laws which the Issuer 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, until the earlier of the following:
(i) Subscriber ceases to hold any Shares; (ii) the date all Shares held by Subscriber may be sold without restriction under Rule 144,
including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and without
the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) and (iii) two (2) years from the Effectiveness Date;


 






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4.2.2   advise
Subscriber within five (5) Business Days (or such earlier date as specified):


 


(a)   within
two (2) Business Days of when a Registration Statement or any post-effective amendment thereto has become effective;


 


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


 


(c)   of
the receipt by the Issuer 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


 


(d)   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 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 Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material,
nonpublic information regarding the Issuer or any of its subsidiaries other than to the extent that providing notice to Subscriber of
the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Issuer or any subsidiaries,
the Issuer shall simultaneously furnish such notice with the Commission pursuant to a Current Report on Form 6-K.


 


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


 


4.2.4   upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended,
the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon
as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus,
or file any other required document, so that, as thereafter delivered to purchasers of the 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;


 


4.2.5   use
its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Issuer
Shares are then listed; and


 






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4.2.6   use
its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Shares contemplated
herein.


 


4.3   Notwithstanding
the foregoing, if the Commission prevents the Issuer from including any or all of the Shares proposed to be registered under the Registration
Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders
or otherwise, such Registration Statement shall register for resale such number of Issuer Shares which is equal to the maximum number
of Issuer Shares as is permitted by the Commission. In such event, the number of Issuer Shares to be registered for each selling shareholder
named in the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Issuer shall use its commercially
reasonable efforts to file with the Commission, as promptly as practicable and as allowed by the Commission, one or more registration
statements to register the resale of those Shares that were not registered on the initial Registration Statement, as so amended. Upon
notification by the Commission that the Registration Statement has been declared effective by the Commission, within two (2) Business
Days thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act.


 


4.4   Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing or effectiveness
of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event
has occurred, which negotiation, consummation or event that the Issuer’s board of directors reasonably believes, upon advice of
reputable external counsel, would require additional disclosure by the Issuer in the Registration Statement of material information that
(x) the Issuer has a bona fide business purpose for keeping confidential or (y) cannot be immediately provided, and the non-disclosure
of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of directors, upon advice
of reputable external counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such
circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend
the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one-hundred-twenty
(120) total calendar days, in each case during any twelve (12)-month period. Upon receipt by Subscriber of any written notice from the
Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a
Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made (in the case of the prospectus) not misleading, Subscriber agrees that (a) it will immediately discontinue offers and sales
of the Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (b) it will maintain
the confidentiality of any information included in such written notice delivered by the Issuer. If so directed by the Issuer, Subscriber
will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the
Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable
legal, regulatory, self-regulatory, or professional requirements, or (B) in accordance with a bona fide pre-existing document retention
policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.


 






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4.5   The
Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless Subscriber (to the extent a
seller under, or named as a selling shareholder in, the Registration Statement), its officers, directors, partners, members, managers,
employees, advisers and agents, and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against all reasonable and documented out-of-pocket
losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees in connection with defending
any of the foregoing) and expenses (collectively, “Losses”), as incurred, caused by 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, except to the extent that
such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished
in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification contained in this
Section 4.5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the
Issuer, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in
connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely manner
or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. 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.


 


4.6   Subscriber
shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Issuer, its directors, officers, agents and
employees, and each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are caused by 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, in each case, to the extent, but only to the extent, that such untrue statements or omissions are based upon information
regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification
contained in this Section 4.6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the consent of Subscriber, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation
which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the
Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription
Agreement. Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber 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. 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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4.7   For
the purposes of this Subscription Agreement, “Indemnifying Party” shall mean the party with an obligation to indemnify
another party pursuant to Section 4.5 or Section 4.6 (as applicable) and “Indemnified Party” shall mean
the party seeking indemnification pursuant to Section 4.5 or Section 4.6 (as applicable). The Indemnified Party shall promptly
notify the Indemnifying Party in writing of the institution, threat or assertion of any proceeding against the Indemnified Party that
the Indemnified Party believes relates to Losses the subject of indemnification pursuant to Section 4.5 or Section 4.6 (as
applicable) and of which such Indemnified Party is aware (a “Third Party Proceeding”). In the case of any delay or
failure by an Indemnified Party to provide the notice required by the preceding sentence, the obligation of the Indemnifying Party to
indemnify the Indemnified Party shall be reduced to the extent that such Indemnifying Party is prejudiced by such delay or failure. The
Indemnifying Party will be entitled to participate in any Third Party Proceeding and to assume the defense thereof with counsel it elects,
in its sole discretion, and in the event the Indemnifying Party assumes such defense, the Indemnifying Party will not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
consent to the entry of any judgment or enter into any settlement that is not both fully resolved or settled (i) in all respects by the
payment of money damages alone and no other form of relief (and such money damages are so paid in full by the Indemnifying party pursuant
to the terms of such order or settlement) and (ii) with an unconditional release by the claimant or plaintiff of the Indemnified party
and its affiliates from all liability in respect to such claim or litigation.


 


4.8   If
the indemnification provided under Section 4.5 or Section 4.6 from the Indemnifying Party is unavailable or insufficient
to hold harmless an Indemnified Party in respect of any Losses, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party,
shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s
and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the Losses referred to above shall be subject to the limitations set forth in Section
4.5 or Section 4.6 and deemed to include any external legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.8 from any person who was not guilty
of such fraudulent misrepresentation. Subscriber’s obligation to make a contribution pursuant to this Section 4.8 shall be
individual, not joint and several, and in no event shall the liability of Subscriber hereunder 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 obligation.


 


4.9   Subject
to receipt from Subscriber by the Issuer and Transfer Agent (as defined below) of customary representations and other documentation reasonably
acceptable to the Issuer and the Transfer Agent (which shall not include a legal opinion) in connection therewith, and, if required by
the Transfer Agent, an opinion of Issuer’s counsel, in a form reasonably acceptable to the Transfer Agent, Subscriber may request
that the Issuer remove any legend from the certificates or book entry position evidencing the Shares within five (5) Business Days of
such request and receipt of such representations and other documentation, following the earliest of such time as such Shares are subject
to an effective registration statement or have been or are about to be sold pursuant to an effective registration statement. If restrictive
legends are no longer required for the Shares pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this section
and reasonably promptly following any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations
and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent
irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such Shares. The Issuer shall be responsible for
the fees of the Transfer Agent and counsel to the Issuer associated with such request.


 






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5. Termination. Except
for the provisions of this Section 5 and Section 6, which shall survive any termination hereunder, 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 earliest to occur of (i) such date and time as the
Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the parties hereto
to terminate this Subscription Agreement and (iii) if any of the conditions to Closing set forth in Section 3 are not satisfied
or waived as of the Share Acquisition Closing Date (as defined in the Business Combination Agreement) and, as a result thereof, the transactions
contemplated by this Subscription Agreement will not be and are not consummated as of the Share Acquisition Closing Date, and (iv) at
the election in writing of Subscriber, on or after the date nine (9) months from the date hereof, if the Closing shall not have occurred
by such date; provided, that nothing herein will relieve any party from liability for any Willful Breach hereof prior to the time
of termination, and each party will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages
arising from such breach. For purposes hereof, “Willful Breach” means a breach that is a consequence of an act undertaken
or a failure to act by the breaching party hereto with the knowledge that the taking of such act or such failure to act would, or would
reasonably be expected to, constitute or result in a breach of this Subscription Agreement. The Issuer shall notify Subscriber of the
termination of the Business Combination Agreement promptly after the termination of such agreement and, upon the termination of this
Subscription Agreement in accordance with this Section 5, any monies paid by Subscriber to Issuer in connection herewith shall
be promptly (and in any event within three (3) Business Days after such termination) returned to Subscriber by wire transfer of U.S.
dollars in immediately available funds to the account specified by Subscriber, without any interest or deduction for or on account of
any tax withholding, charges or set-off, whether or not the Transactions shall have been consummated.


 


6. Miscellaneous.


 


6.1.1   Subscriber
acknowledges that (i) the Issuer and GOGN will rely on the acknowledgments, understandings, agreements, representations, and warranties
made by Subscriber contained in this Subscription Agreement and (ii) the Placement Agents will rely on the representations and warranties
made by Subscriber in Section 2.1 of this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the
Issuer and GOGN if any of the acknowledgments, understandings, agreements, representations, and warranties set forth herein are no longer
accurate (subject to any qualification as to materiality or similar qualification applicable thereto). The Issuer acknowledges that Subscriber,
GOGN and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties made by the
Issuer contained in this Subscription Agreement. Prior to the Closing, the Issuer agrees to promptly notify Subscriber, GOGN and the Placement
Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Issuer set
forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto). GOGN
acknowledges that Subscriber, the Issuer and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations
and warranties made by GOGN contained in this Subscription Agreement. Prior to the Closing, GOGN agrees to promptly notify Subscriber,
the Issuer and the Placement Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and
warranties of GOGN set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable
thereto).


 






    25


     


    

 


6.1.2   Each
of the Issuer, the Company, Subscriber, the Placement Agents and GOGN 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.


 


6.1.3   The
Issuer and GOGN may request from Subscriber such additional information as the Issuer and GOGN may deem reasonably necessary to evaluate
the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested,
including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service
Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8; provided, that (subject to Section
7.2 below) the Issuer and GOGN agree to keep confidential any such information provided by Subscriber, except as required by the applicable
securities laws or pursuant to proceedings of regulatory authorities, and that Subscriber shall not be obliged to provide any information
on its financial situation or its investments.


 


6.1.4   Except
as otherwise provided herein, each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions
contemplated herein.


 


6.1.5   The
Issuer and GOGN acknowledge and agree that, notwithstanding anything herein to the contrary, the Shares may be pledged by the Subscriber
in connection with a bona fide margin agreement; provided, however, that any transfer of Shares in connection with an exercise
on such pledge shall be deemed a transfer, sale or assignment, as the case may be, of the Shares hereunder.


 


6.1.6   Each
of the Issuer and Subscriber acknowledges and agrees that (a) this Subscription Agreement is being entered into in order to induce the
Company to execute and deliver the Business Combination Agreement and without the ability to rely on the representations, warranties,
covenants and agreements of the Issuer and Subscriber hereunder after Closing, the Company would not enter into the Business Combination
Agreement and (b) each representation, warranty, covenant and agreement of the Issuer and Subscriber hereunder is being made also for
the benefit of the Company after Closing.


 


6.2   Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight
mail via an internationally recognized overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent
by email, or (iii) five (5) Business Days after the date of mailing to the address below or to such other address or addresses as such
person may hereafter designate by notice given hereunder:


 


		(a)	if to Subscriber, to such address or addresses set forth on Subscriber’s signature page hereto;



 


		(b)	if to the Issuer, to:



 


[***]


 






    26


     


    

 


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


 


[***]


 


		(c)	if to GOGN, to:



 


[***]


 


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


 


[***]


 






    27


     


    

 


		(d)	if to the Company, to:



 


[***]


 


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


 


[***]


 


6.3   Entire
Agreement. 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, including any commitment
letter entered into relating to the subject matter hereof.


 


6.4   Modifications;
Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived (i) except by an instrument
in writing, signed by the party against whom enforcement of such amendment, modification, supplement, or waiver is sought, (ii) without
the prior written consent of the Issuer and the Company, and (iii) solely with respect to Section 2, Section 6.1.1, Section
6.1.2, this Section 6.4 or Section 6.6 of this Subscription Agreement, in a manner that is material and adverse
to the Placement Agents without the prior written consent of the Placement Agents. No failure or delay of either party in exercising any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise
thereto or the exercise of any other right or power.


 


6.5   Assignment.
Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to Subscriber hereunder (including Subscriber’s
rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of the Company and the other parties
hereto (other than the Shares acquired hereunder and then only in accordance with this Subscription Agreement). Notwithstanding the foregoing,
this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to one or more controlled affiliates
of Subscriber or to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Issuer,
the Company or GOGN; provided that such assignee(s) agrees in writing pursuant to an agreement reasonably acceptable to the Issuer
to be bound by the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section 2.1
and completes Schedule I hereto. Upon such assignment by Subscriber, the assignee(s) shall become Subscriber hereunder and have
the rights and obligations provided for herein to the extent of such assignment. In the event of such a transfer or assignment, Subscriber
shall promptly update and deliver to the Issuer Schedule II to provide the information required therein.


 






    28


     


    

 


6.6   Benefit.


 


6.6.1   Except
as otherwise provided herein, 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.


 


6.6.2   Each
of the Issuer, GOGN and Subscriber further acknowledge and agree that the Placement Agents are a third-party beneficiary of Section
2 (except for Section 2.1.21), Section 6.1.1, Section 6.1.2, Section 6.4 and Section 6.6 of this
Subscription Agreement.


 


6.7   Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort, or any other theory) or the negotiation, execution, performance, or
enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware,
including its statute of limitations, without giving effect to principles or rules of conflicts of law thereof to the extent they would
require or permit the application of laws or statute of limitations of another jurisdiction.


 


6.8   Consent
to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court
of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the subject of the
legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for
the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen Courts”), in connection
with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense
in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such
legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune
from execution, (iv) such legal proceeding is brought in an inconvenient forum, or (v) the venue of such legal proceeding is improper.
Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service
of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return
receipt requested, at its address specified pursuant to Section 6.2, and waives and covenants not to assert or plead any objection
which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party
may commence any action, claim, cause of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an
order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES
WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT
WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS
PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT.
FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY
TRIAL CANNOT BE WAIVED.


 






    29


     


    

 


6.9   Severability.
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.


 


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


 


6.11   Remedies.


 


6.11.1   The
parties agree that irreparable damage would occur if any provision of this Subscription Agreement is not performed or the Closing is not
consummated in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be
an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including
in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce
specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in
Section 6.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages.
The right to specific enforcement shall include the right of the Issuer or GOGN to cause Subscriber and the right of GOGN or Subscriber
to cause the Issuer to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations
set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to directly enforce each of the covenants and
agreements of Subscriber under this Subscription Agreement). The parties hereto further agree (i) to waive any requirement for the security
or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant
to this Section 6.11 is unenforceable, invalid, contrary to applicable law, or inequitable for any reason, and (iii) to waive any
defenses in any action for specific performance, including the defense that a remedy at law would be adequate.


 


6.11.2   The
parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without that
right, the parties hereto would not have entered into this Subscription Agreement.


 






    30


     


    

 


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


 


6.13   Survival.
All of the representations, warranties, covenants and agreements made by the parties hereto in this Subscription Agreement shall survive
the Closing. For the avoidance of doubt, if for any reason the Closing does not occur at the time immediately following the consummation
of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall survive the consummation
of the Transactions and remain in full force and effect.


 


6.14   Counterparts.
This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it
being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
email, or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


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


 


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


 


7. Cleansing Statement;
Disclosure.


 


7.1   GOGN
shall, by 9:00 a.m., New York time, on the first (1st) Business Day immediately following the date of this Subscription Agreement (but
no later than 9:00 a.m., New York time December 26, 2022), issue one (1) or more press releases or file with the Commission a Current
Report on Form 8-K (collectively, the “Disclosure Document”) disclosing or otherwise making publicly available all
material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material,
nonpublic information that the Issuer or GOGN or their respective representatives have provided to Subscriber at any time prior to the
filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer and GOGN’s knowledge, Subscriber
shall not be in possession of any material, non-public information received from the Issuer, GOGN or any of their respective officers,
directors, employees or agents (including the Placement Agents) relating to the transactions contemplated by this Subscription Agreement,
and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or
oral with Issuer or any of its affiliates or agents, relating to the transactions contemplated by this Subscription Agreement.


 






    31


     


    

 


7.2   Subscriber
hereby consents to the publication and disclosure in (i) any press release issued by GOGN, the Issuer or the Company or the Form 8-K filed
by GOGN with the Commission in connection with the execution and delivery of the Business Combination Agreement, the proxy statement/Registration
Statement on Form F-4, or any other filing with the Commission pursuant to applicable securities laws, in each case, as and to the extent
required by the federal securities laws or the Commission or any other securities authorities, and (ii) any other documents or communications
provided by GOGN, the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as and to
the extent required by applicable law or the Commission or any other governmental authority or NYSE, of Subscriber’s name and identity
and the nature of Subscriber’s commitments, arrangements, and understandings under and relating to this Subscription Agreement and,
if deemed required by GOGN, the Issuer and/or the Company, a copy of this Subscription Agreement. Other than as set forth in the immediately
preceding sentence or as otherwise may be required by the Commission or NYSE, without such Subscriber’s prior written consent, the
Issuer will not use or disclose the name of such Subscriber or its affiliates or advisors or any information relating to Subscriber or
this Subscription Agreement, other than to the Issuer’s lawyers, independent accountants and to other advisors and service providers
who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature
of such information and are obligated to keep such information confidential; or (ii) use the name of such Subscriber or any of its affiliates
or advisors in any press release issued in connection with the Transactions, other than to the extent such disclosure is substantially
equivalent to the information that has previously been made public in accordance with this Section 7.2. Subscriber will promptly
provide any information reasonably requested by GOGN, the Issuer and/or the Company that is required for any regulatory application or
filing made or approval sought in connection with the Transactions (including filings with the Commission); provided that such information
shall be kept confidential, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities,
and that Subscriber shall not be obliged to provide any information on its financial situation or its investments.


 


8. Trust Account Waiver.
Subscriber acknowledges that GOGN has established a trust account containing the proceeds of its initial public offering and from certain
private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber
agrees that (i) it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall
have no right of set-off or any right, title, interest, or claim of any kind (“Claim”) to, or to any monies in, the
Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies
in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing
in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue
of such Subscriber’s record or beneficial ownership of securities of GOGN, including any redemption right with respect to any such
securities of GOGN. In the event Subscriber has any Claim against GOGN under this Subscription Agreement, Subscriber shall pursue such
Claim solely against GOGN and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber
agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by GOGN to
induce GOGN to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding,
and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or
proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account, whether in the form of monetary damages
or injunctive relief, Subscriber shall be obligated to pay to GOGN all of its legal fees and costs in connection with any such action
in the event that GOGN prevails in such action or proceeding.


 






    32


     


    

 


9. Rule 144.


 


9.1   From
and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission
that may allow Subscriber to sell the Shares without registration under the Securities Act are available to Subscriber and for so long
as Subscriber holds the Shares, for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied,
the Issuer agrees to take commercially reasonable efforts to:


 


9.1.1   make
and keep public information available, as those terms are understood and defined in Rule 144;


 


9.1.2   file
with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange
Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144; and


 


9.1.3   furnish
to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied
with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly
report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably
requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


9.2   In
connection with any sale or other disposition of the Shares by Subscriber pursuant to Rule 144 or other exemption from the registration
requirements of the Securities Act and upon compliance by Subscriber with the requirements of this Section 9.2, if requested by
Subscriber and if in the opinion of counsel to the Issuer, it is then permissible to do so, the Issuer shall cause the transfer agent
for the Shares (the “Transfer Agent”) to remove the legend set out in Section 3.1.2.2 related to the book entry
account holding such Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends
within five (5) Business Days of any such request therefor from Subscriber; provided that the Issuer and the Transfer Agent have
timely received from Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer
Agent in connection therewith. Such aforementioned request may be made by Subscriber, following the earlier of such time as such Shares
(i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about
to be sold pursuant to Rule 144 or other exemption from registration. Notwithstanding the foregoing, the Issuer will not be required to
deliver any such opinion, authorization, certificate, or direction if it reasonably believes, upon advice of reputable external legal
counsel, that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.


 


10.   Separate
Obligations. The obligations of the Subscriber under this Subscription Agreement are several and not joint with the obligations of
any Other Subscriber under the Other Subscription Agreements, and no Subscriber shall be responsible in any way for the performance of
the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase the Shares pursuant
to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber, and neither Subscriber nor any of its
agents or employees shall have any liability to any Other Subscriber (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,
shall be deemed to constitute Subscriber or any Other Subscribers under the Other Subscription Agreements as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that Subscriber or any Other Subscribers 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 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 to be joined as an additional party in any
proceeding for such purpose.


 


[Signature Pages Follow]


 






    33


     


    

 


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


 


	 	ISSUER:
	 	 
	 	LIFEZONE METALS LIMITED
	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GOGN:
	 	 
	 	GOGREEN INVESTMENTS CORPORATION
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 


 





[Signature Page to Subscription Agreement]

 






     


     


    

 


	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By: 	      	 	By: 	    
	Name: 	 	Name: 
	Title:	 	Title:
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	 	 	 
	(Please print. Please indicate name and
capacity of person signing above.)	 	(Please print. Please indicate name and
capacity of person signing above.)
	 	 	 
	 	 	 
	Name in which securities are to be registered
(if different from the name of Subscriber listed directly above.)	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	 	 	 



 


	If there are joint investors, please check one:	 
	 	 
	☐	Joint Tenants with Rights of Survivorship	 
	☐ 	Tenants-in-Common	 
	☐	Community Property	 



 


	Subscriber’s EIN:		 	Joint Subscriber’s EIN: 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	City, State, Zip	 	City, State, Zip



 


	Attn: 	 	 	Attn: 	 



 


	Telephone No.:  	 	 	Telephone No.:  	 



 


	Facsimile No.: 	 	 	Facsimile No.: 	 
	 	 	 
	Aggregate Number of Shares subscribed for:	 	 
	 	 	 
	 	 	 



 


Aggregate Purchase Price:


 




	$ _____________________________________________	 






 


You must pay the Purchase
Price by wire transfer of U.S. $ in immediately available funds to the account specified by the Issuer in the Closing Notice.


 


[Signature Page to Subscription Agreement]


 



     


     


    




 


Schedule
I


 


ELIGIBILITY REPRESENTATIONS
OF SUBSCRIBER


 


This Schedule must be completed by Subscriber
and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule
have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B below
and the applicable box in Part C below.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) (a “QIB”)) and have marked and initialed the appropriate
box on the following pages indicating the provision under which we qualify as a QIB.



 


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



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS



(Please check the applicable
subparagraphs):


 


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



 


		2.	☐ We are not a natural person.



 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


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


 






    I-1


     


    

 


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


 


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


 


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


 


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


 


☐    is
a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended (“Small Business Investment Act”);


 


☐    is
a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees;


 


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


 


☐    is
a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees,
of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants
individual retirement accounts or H.R. 10 plans;


 


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


 


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


 


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


 


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


 


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


 


☐    Subscriber
is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified
institutional buyers, that is part of a family of investment companies2
which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are
part of such family of investment companies;


 


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


 


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


 


 






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



 






    I-2


     


    

 


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


 


	☐	Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;



 


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



 


	☐	Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered
pursuant to the laws of a state;



 


		☐	Any investment adviser relying on the exemption from registering with the Commission under section 203(l)
or (m) of the Investment Advisers Act of 1940;



 


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



 


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



 


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



 


		☐	Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development
Act;



 


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



 


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



 


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



 


		☐	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar
business trust, partnership, or limited liability company, or (iii) organization described in section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and with total assets in excess of
$5,000,000;



 


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



 


		☐	Any entity in which all of the equity owners are institutional “accredited investors.”



 


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



 


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



 






    I-3


     


    

 


Schedule
II


 


SCHEDULE OF TRANSFERS


 


Subscriber’s Subscription
was in the amount of _________________ Issuer Shares. The following transfers of the Subscription have been made:


 


	Date of Transfer 	 	Transferee	 	Number of Shares

 Transferred 	 	Subscriber Revised

 Subscription Amount for

 Shares
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


	Signature of Subscriber:	 
	 	 	 	 
	[SUBSCRIBER]	 
	 	 	 	 
	By:	
	 
		Name: 	 	 
		Title:	 	 



 


 


II-1