Exhibit 10.7 


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”)
is made as of _______, 2021, by and between Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”),
and Mizuho Securities USA LLC (the “Subscriber”).


 


WHEREAS, the Company desires to sell to the Subscriber
on a private placement basis (the “Placement”) an aggregate of 200,000 units (the “Initial Units”)
of the Company, and up to an additional 30,000 units (the “Additional Units” and, together with the Initial Units,
the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over
Allotment Option”) is exercised in full or part, each Unit comprised of one share of Class A common stock of the Company, par
value $0.0001 per share (“Common Stock”), and three-fourths of one warrant, each whole warrant exercisable to purchase
one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The shares of Common Stock underlying
the Warrants are hereinafter referred to as the “Warrant Shares.” The shares of Common Stock underlying the Units (excluding
the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units are hereinafter
referred to as the “Placement Warrants.” The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively,
are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one share
of Common Stock at an exercise price of $11.50 during the period commencing 30 days following the consummation of the Company’s
initial business combination (the “Business Combination”), as such term is defined in the registration statement in
connection with the Company’s initial public offering of units (“IPO”), as amended at the time it becomes effective
(the “Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business Combination
(provided that the Subscriber or its designees or affiliates will not be permitted to exercise such Placement Warrants after the five
year anniversary of the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A)); and


 


WHEREAS, the Subscriber wishes to purchase the
Initial Units and up to 30,000 Additional Units, and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Subscriber hereby agree as follows:


 


1.
Agreement to Subscribe


 


1.1.
Purchase and Issuance of the Initial Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined
below) the Initial Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company
shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry
form.


 


1.2. Purchase Price. The Subscriber
shall pay $2,000,000 (the “Purchase Price”) by wire transfer of immediately available funds or by such other
method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee
(“Continental”), on or prior to the Initial Closing Date (as defined below).


 






     


     


    

 


1.3.
Initial Closing. The closing of the purchase and sale of the Initial Units shall take place simultaneously with the closing of
the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Gibson, Dunn &
Crutcher LLP, 811 Main Street, Suite 3000, Houston, TX 77002, or such other place as may be agreed upon by the parties hereto.


 


1.4.
Purchase and Issuance of Additional Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Over-Allotment Closing Date, up to
an aggregate of 30,000 Additional Units in consideration of the payment of $10.00 per Additional Unit for a purchase price of up to $300,000
and in the same proportion as the amount of the Over-Allotment Option is exercised. The purchase and issuance of the Additional Units
shall occur only in the event that the Over-Allotment Option is exercised in full or in part. On the Over-Allotment Closing Date (as defined
below), the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such
delivery in book-entry form.


 


1.5.
Purchase Price. As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00
per Additional Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable
to the Company, to the Trust Account on the date of the consummation of the closing of the over-allotment option, and concurrently with
the consummation thereof, or on such earlier time and date as may be mutually agreed by the Company and the Subscriber (each such date,
an “Over-Allotment Closing Date”; together with the Initial Closing Date, the “Closing Dates” and
each, a “Closing Date”).


 


1.6.
Over-Allotment Closing. The Over-Allotment Closing Date shall take place at the offices of Gibson, Dunn & Crutcher LLP, 811
Main Street, Suite 3000, Houston, TX 77002, or such other place as may be agreed upon by the parties hereto.


 


1.7.
Conditions to Closing. The obligation of the Subscriber to purchase and pay for the Units as provided herein shall be subject to
the satisfaction of the conditions set forth in Section 6 of the Underwriting Agreement, dated as of the date hereof, by and between the
Company and the Subscriber, as representative of the underwriters named therein (the “Underwriting Agreement”).


 


1.8.
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Initial
Closing Date does not occur prior to June 30, 2022.


 






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2.
Representations and Warranties of the Subscriber


 


The Subscriber represents and warrants to the Company
that:


 


2.1.
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the Company or the Placement of the Securities.


 


2.2.
Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the
sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law.


 


2.3.
Intent. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account (and/or
for the account or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution
thereof and the Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted
hereunder. The Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities
Act.


 


2.4.
Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities
Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be
offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities
Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the
Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that if any transfer of its Securities
or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver
to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available
exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms
hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination of the Company,
despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.5.
Sophisticated Investor.


 


(i)
The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 






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(ii) The Subscriber is
aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a)
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be
sold unless subsequently registered under the Securities Act or an exemption from such registration is available and (b) the
Subscriber has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held
by the Subscriber are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly
the Subscriber may suffer a loss of a portion or all of its investment in the Securities. The Subscriber is able to bear the
economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.
Organization and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its state
of incorporation or formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


2.7.
Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.8.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s charter documents, (ii) any
agreement or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject,
or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.9.
No Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other
agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.10.   Reliance
on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance on
exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.11. No General Solicitation. The
Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising,
including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or
similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with
respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 






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2.12.   Legend.
The Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall bear a restrictive legend (the
“Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


3.
Representations, Warranties and Covenants of the Company


 


The Company represents and warrants to, and agrees
with, the Subscriber that:


 


3.1.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class
B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares
are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock.
All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement
to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may
be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber will have or receive good title to
the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


 


3.3.
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now
being conducted.


 


3.4. Authorization; Enforcement. (i) The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue
the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and
no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy.


 






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3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation
to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state
securities filings which may be required to be made by the Company subsequent to a Closing Date, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order
for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or Warrant Shares
in accordance with the terms hereof.


 


3.6.
Additional Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement
are hereby incorporated herein.


 


4.
Legends


 


4.1.
Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased
by the Subscriber in the name of the Subscriber. The certificates (if any) evidencing the Securities will bear the following Legend and
appropriate “stop transfer” instructions:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN TWELVE SEAS INVESTMENT COMPANY IV TMT AND MIZUHO SECURITIES USA
LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET
FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 






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4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities,
if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed
under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance
herewith.


 


4.4.
Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the Company,
on or prior to the effective date of the Registration Statement.


 


5.
Waiver of Liquidation Distributions.


 


In connection with the Securities purchased pursuant
to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of
the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the
Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination,
(iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to
timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other
provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of
Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of
such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails
to consummate the Business Combination.


 


6.
Terms of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


7.
Lock-Up Period.


 


7.1. The Subscriber agrees that it shall not
Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of
Securities are permitted, subject to compliance with Section 7.3 hereof, (a) to the Company’s officers or directors, any
affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of the
Subscriber’s officers, directors or member(s) or any of their respective affiliates; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an
individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Business
Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the
Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of
incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the
Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a)
through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
Transfer restrictions herein.


 






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For purposes of Section 7.1, the term “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities,
whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any
intention to effect any transaction specified in clause (a) or (b).


 


In addition to the restrictions on transfer described
in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be
deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e)
of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of
sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2).
Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged
or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter
or selected dealer participating in the IPO and the bona fide officers or partners of the Subscriber and any such participating underwriter
or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person
for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.


 


8.
Terms of the Units and Placement Warrants


 


8.1. The Units and their component parts are
substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the
transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable if called for redemption
pursuant to Section 6.1 of the Warrant Agreement and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis, as further described in the Warrant Agreement, and (iii) the Units and component parts are being
purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only
after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights
Agreement or an exemption from registration is available, and the restrictions described above in clause (i) have expired or been
waived.


 


The Subscriber agrees that if the Company seeks
stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) vote the Placement
Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the Subscriber in connection
with such stockholder approval.


 






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9.
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


10.
Assignment; Entire Agreement; Amendment


 


10.1.   Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person
agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


10.2.   Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3.   Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by all of the parties hereto.


 


10.4.   Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 


11.
Notices


 


11.1. Notices. Unless otherwise provided
herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or
sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for
all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by
certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for
itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal
or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to
be delivered (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to
receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic
transmission, when directed to the stockholder.


 






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12.
Counterparts


 


This 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 party, it being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file, 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 facsimile or “.pdf’ signature page were an original thereof.


 


13.
Survival; Severability


 


13.1.   Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing Date.


 


13.2.   Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


14.
Headings.


 


The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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


 


	 	COMPANY:
	 	 	 
	 	TWELVE SEAS INVESTMENT COMPANY IV TMT
	 	 	 
	 	By:	 
	 	 	Name: 	Alan Mitchell
	 	 	Title:	President and Chief Investment Officer



 


	 	SUBSCRIBER:
	 	 	 
	 	MIZUHO SECURITIES USA LLC
	 	 	 
	 	By:	                       
	 	 	Name: 	                  
	 	 	Title:	 



 


[Unit Subscription Agreement with Mizuho Securities
USA LLC]


 


 


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