Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on December 2, 2021, by and between Apollo Strategic Growth Capital,
a Cayman Islands exempted company limited by shares (the “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS,
concurrently with the execution of this Subscription Agreement, the Company and GBT JerseyCo Limited, a company limited by shares
incorporated under the laws of Jersey (“Target”), are entering into a definitive agreement (as amended, modified, supplemented
or waived from time to time, the “Transaction Agreement”) pursuant to which, in connection with the Closing (as defined
below), the Company and the Target will effect the Closing DeSPAC Transactions (as defined in the Transaction Agreement) (together with
the other transactions contemplated therein, the “Transactions”);


 


WHEREAS, in connection with
the Closing, the Company will domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law
of the State of Delaware, as amended, and the applicable provisions of the Cayman Islands Companies Act (2021 Revision), as amended (the
 “Domestication”);


 


WHEREAS, in connection with
the Transactions, following the Domestication, Subscriber desires to subscribe for and purchase from the Company that number of shares
of the Company’s Class A common stock, par value $0.0001 per share, as such shares will exist following the Domestication (the
 “Class A Common Shares”), set forth on the signature page hereto (the “Subscribed Shares”)
for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed
Shares being referred to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the
Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company; and


 


WHEREAS,
on or about the date of this Subscription Agreement, the Company is entering into (a) separate subscription agreements (the “Other
Subscription Agreements”) with certain other investors (the “Other Subscribers”) in a form substantially
similar to this Subscription Agreement, and (b) one or more subscription agreements (the “Insider Subscription Agreements”)
with certain related party or strategic investors (collectively, the “Insider PIPE Subscribers”) pursuant to which
such Other Subscribers and Insider PIPE Subscribers have agreed to purchase additional Class A Common Shares on the [Transaction]1
Closing Date (as defined below).


 


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:


 


Section 1.         Subscription.
Subject to the terms and conditions hereof, at the Closing, Subscriber hereby agrees to subscribe for and purchase (or to cause an affiliate
of Subscriber to purchase), and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the
Subscribed Shares (such subscription and issuance, the “Subscription”). Subscriber acknowledges and agrees that, as
a result of the Domestication, the Subscribed Shares that will be issued pursuant hereto shall be shares of common stock in a Delaware
corporation and not shares in a Cayman Islands exempted company.


 





 






1 To be used for mutual fund Subscribers.


 






     


     


    

 


Section 2.         Closing.


 


(a)           The
consummation of the Subscription contemplated hereby (the “Closing”) shall occur immediately prior to or substantially
concurrently with the consummation of the Transactions and the satisfaction or valid waiver of the other conditions set forth herein (the
 “Closing Date”).


 


[In place of the above, the below will be included for mutual
funds:


 


The consummation of the Subscription contemplated hereby (the “Closing”)
shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), which date shall
be no more than two (2) business days immediately prior to the anticipated closing date of the Transactions (the “Transaction
Closing Date”).]


 


(b)           At
least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price
to the Company. No later than two (2) Business Days prior to the anticipated Closing Date (the “Funding Date”),
Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available
funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing
Date, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the
Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to
be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or,
if applicable, waiver) of the conditions set forth in this Section 2, at the Closing (1) the Purchase Price shall be
released from escrow automatically and without further action by the Company or Subscriber and (2) the Company shall deliver to Subscriber
(A) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this
Subscription Agreement or applicable securities laws or imposed by the Subscriber), in the name of Subscriber (or its nominee or custodian,
as applicable, in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than 24 hours after
the Closing), a copy of the records of the Company’s transfer agent or other evidence showing Subscriber (or such nominee or custodian,
as applicable) as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transactions
does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing
Outside Date”), unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event
later than two (2) Business Days after the Closing Outside Date) return the funds so delivered by Subscriber to the Company by wire
transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed repurchased and cancelled.
Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed
to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the
Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein,
Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Company’s delivery to Subscriber
of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2.
For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any
other day on which commercial banks are required or authorized to close in the State of New York. Upon request by Subscriber, the Company
will provide a completed Form W-9 or appropriate Form W-8, as applicable, concurrent with, or prior to, the delivery of the
Closing Notice.


 






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[In place of the above, the below will be included for mutual
funds:


 


At least five
(5) Business Days before the anticipated Transaction Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Transaction Closing Date and (ii) the wire instructions for delivery of the
Purchase Price to the Company. On the Closing Date, Subscriber shall deliver, subject to the conditions set forth in this Section 2,
the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified
by the Company in the Closing Notice, and deliver to the Company such information as is reasonably requested in the Closing Notice in
order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose
name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.
On the Closing Date and prior to the release of the Purchase Price by the Subscriber, the Company shall deliver to Subscriber (A) the
Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription
Agreement or applicable securities laws or imposed by the Subscriber), in the name of Subscriber (or its nominee or custodian, as applicable,
in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than 24 hours after the Closing Date),
a copy of the records of the Company’s transfer agent or other evidence showing Subscriber (or such nominee or custodian, as applicable)
as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transactions does not occur
within two (2) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice (the “Closing
Outside Date”), unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event
later than two (2) Business Days after the Closing Outside Date) return the funds so delivered by Subscriber to the Company by wire
transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed repurchased and cancelled.
Notwithstanding such return or cancellation (x) a failure to close on the anticipated Transaction Closing Date shall not, by itself,
be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or
prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6
herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber
of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2.
The Subscriber hereby acknowledges and agrees that (a) to the extent the Company requests that the Closing occur on the second business
day immediately preceding the expected Transaction Closing Date, such Closing may occur prior to the Domestication and (b) to the
extent such Closing occurs prior to the Domestication, the Subscriber will receive the applicable number of Class A ordinary shares
of the Company, at such Closing, which shares shall be converted or exchanged into shares of the Delaware corporation pursuant to the
Domestication. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday,
Sunday or any other day on which commercial banks are required or authorized to close in the State of New York. Upon request by Subscriber,
the Company will provide a completed Form W-9 or appropriate Form W-8, as applicable, concurrent with, or prior to, the delivery
of the Closing Notice.]


 






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(c)           The
Closing shall be subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions that, on the
Closing Date:


 


		(i)	no suspension of the offering or sale of the Subscribed Shares or of the trading of the Class A Common
Shares shall have been initiated or, to the Company’s knowledge, threatened by the U.S. Securities and Exchange Commission (the
 “SEC” or the “Commission”) and be continuing, and the Subscribed Shares shall have been approved
for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance;



 


		(ii)	all
                                            conditions precedent to the closing of the Transactions set forth in the Transaction Agreement
                                            shall have been [or are reasonably expected to be]2 satisfied
                                            or waived in accordance with the Transaction Agreement other than those conditions that by
                                            their terms are to be satisfied at the Closing (but subject to the satisfaction or waiver
                                            thereof);



 


		(iii)	the Closing shall be substantially concurrent with the consummation of the Transactions as set forth in
this Section 2; and



 


		(iv)	no court of competent jurisdiction or applicable governmental authority shall have enacted, promulgated,
issued, enforced or entered, or to the Company’s knowledge, instituted a proceeding seeking to impose, any judgment, law, rule,
regulation or order which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal
or otherwise enjoining or prohibiting consummation of the transactions contemplated hereby.



 


(d)           In
addition to the conditions set forth in Section 2(c), the obligation of the Company to consummate the Closing shall be subject
to the satisfaction or valid waiver in writing by the Company of the additional conditions that, on the Closing Date:


 


		(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” (as defined below) or another similar materiality qualification set forth herein, which
representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically speak
as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties
that are qualified as to “materiality” or “Subscriber Material Adverse Effect” or another similar materiality
qualification set forth herein, 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; and



 





 






2
To be used for mutual fund Subscribers


 






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



 


(e)           In
addition to the conditions set forth in Section 2(c), the obligation of Subscriber to consummate the Closing shall be subject
to the satisfaction or valid waiver in writing by Subscriber of the additional conditions that, on the Closing Date:


 


		(i)	all representations and warranties of the Company contained in this Subscription Agreement shall be true
and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or
 “Company Material Adverse Effect” (as defined below) or another similar materiality qualification set forth herein, which
representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically speak
as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties
that are qualified as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification
set forth herein, 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)	the Company shall have performed, satisfied or complied in all material respects with all covenants and
agreements required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and



 


		(iii)	the Transaction Agreement (as in effect on the date hereof) (other than the condition in Section 8.3(d) of
the Transaction Agreement, or the effects thereof) shall not have been amended, modified or waived by the Company in a manner that would
reasonably be expected to materially adversely affect the economic benefits that Subscriber would reasonably expect to receive under this
Subscription Agreement.



 


(f)            Prior
to or at the Closing, Subscriber shall deliver all such other information as is reasonably requested by the Company in order for the Company
to issue the Subscribed Shares to Subscriber.


 






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Section 3.         Company
Representations and Warranties. The Company represents and warrants to Subscriber and the Placement Agents (as defined below) that:


 


(a)           The
Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has
the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to
conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with
respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company
Material Adverse Effect. As of the Closing Date, following the Domestication, the Company will be duly incorporated, validly existing
as a corporation and in good standing under the laws of the State of Delaware. For purposes of this Subscription Agreement, a “Company
Material Adverse Effect” means an event, change, development, occurrence, condition or effect which would have a material adverse
effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or prevents
or materially impairs or otherwise has a material adverse effect on the legal authority or the ability of the Company to timely perform
its obligations under this Subscription Agreement or the Transaction Agreement, including the issuance and sale of the Subscribed Shares.


 


(b)           As
of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, 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 Company’s organizational documents (as adopted
on or prior to the Closing Date and as in effect at the time of issuance), by any contract to which the Company is a party or by which
it is bound, or the laws of its jurisdiction of incorporation (including, for the avoidance of doubt, the Delaware General Corporation
Law).


 


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


 


(d)           The
execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Company
with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any
indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or
by which the Company is bound or to which any of the property or assets of the Company is subject, in each case, that would reasonably
be expected to have a Company Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority
of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational documents
of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect
or materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with
the terms of this Subscription Agreement.


 






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(e)           Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement, the
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including NYSE) or other
person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance
of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the filings required pursuant
to Section 5 below, (iii) filings required by the SEC or NYSE, including with respect to obtaining stockholder approval,
(iv) filings required to consummate the Transactions as provided under the Transaction Agreement, (v) the filing of notification
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, (vi) in connection with or as a result of the “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued by the
Commission staff on April 12, 2021 or any subsequent guidance, statements, change in presentation or interpretations issued by the
Commission or the Commission staff or otherwise relating thereto (collectively, the “SEC Statement”) or other accounting
matter generally applicable to special purpose acquisition companies (“SPAC Accounting Issues”) and (vii) any consent,
waiver, authorization, order, notice, filing or registration the failure of which to make or obtain would not be reasonably likely to
have a Company Material Adverse Effect.


 


(f)            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no
registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale
of the Subscribed Shares by the Company to Subscriber and the Subscribed Shares are not being offered in a manner involving a public offering
under, or in a distribution in violation of, the Securities Act or any state securities laws.


 


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


 


(h)           The
Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person
to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by
this Subscription Agreement for which Subscriber could become liable. Except for Morgan Stanley & Co. LLC (“Morgan Stanley”),
Apollo Global Securities, LLC (“AGS”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and
Evercore Group L.L.C. (“Evercore”) (collectively, the “Placement Agents”), no broker or finder is
entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber.


 






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(i)            As
of their respective filing dates or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing,
all reports required to be filed by the Company with the SEC (such reports, the “SEC Reports”) complied in all material
respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed or, if amended,
as of the date of such amendment with respect to those disclosures that are amended, which shall be deemed to supersede such original
filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
that notwithstanding anything to the contrary in this Subscription Agreement, no representation or warranty is made under this Subscription
Agreement or otherwise as to the accounting treatment of the Company’s issued and outstanding warrants, other securities or any
other initial public offering matter, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls)
arising from the SEC Statement or any SPAC Accounting Issues, in any SEC Reports, nor shall any correction, amendment or restatement of
the Company’s filings or financial statements due wholly or in part to the SEC Statement or any SPAC Accounting Issues, nor any
other effects that relate to or arise out of, or are in connection with or in response to, any of the foregoing or any changes in accounting
or disclosure related thereto, be deemed to be a breach of any representation or warranty by the Company. The financial statements of
the Company included in the SEC Reports were prepared in accordance with generally accepted accounting principles in the United States,
consistently applied, comply in all material respects with applicable accounting requirements and the rules and regulations of the
SEC with respect thereto as in effect at the time of filing, which shall be deemed to supersede such original filing, and fairly present
in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited financial statements, to normal, year-end audit adjustments and the
absence of certain footnotes and other presentation items as is permissible under generally accepted accounting principles. Except as
disclosed in the Company’s SEC Reports, the Company has timely filed each SEC Report that the Company was required to file with
the SEC since the Company’s completion of the IPO. A copy of each SEC Report is available to Subscriber via the SEC’s EDGAR
system. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Company from
the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


(j)            As
of the date hereof, the issued and outstanding Cayman Class A ordinary shares of the Company are, and as of the Closing Date, the
issued and outstanding Class A Common Shares will be, registered pursuant to Section 12(b) of the Exchange Act, and are
listed for trading on the NYSE under the symbol “APSG” (it being understood that the trading symbol will be changed in connection
with the Transaction). Except as disclosed in the SEC Reports, there is no suit, action, proceeding or investigation pending or, to the
knowledge of the Company, threatened against the Company by NYSE or the SEC, respectively, to prohibit or terminate the listing of the
Company’s shares on NYSE or to deregister the shares under the Exchange Act, excluding, for purposes of clarity, the customary ongoing
review by the NYSE of the Company’s continued listing application in connection with the Transactions. Other than to effectuate
the Domestication, the Company has taken no action that is designed to terminate the registration of the Company’s shares under
the Exchange Act. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters
arise from or relate to the SEC Statement or any SPAC Accounting Issues and, in such case, such matters shall not constitute a breach
of any representation or warranty by the Company, except to the extent that any of the foregoing would reasonably be expected to prevent
or materially impair or otherwise have a material adverse effect with respect to (i) the issued and outstanding Class A Common
Shares being registered pursuant to Section 12(b) of the Exchange Act on the Closing Date, (ii) the issued and outstanding
Class A Common Shares being listed for trading on the NYSE (subject to official notice of issuance) on the Closing Date, or (iii) the
legal authority or the ability of the Company to timely perform its obligations under this Subscription Agreement or the Transaction Agreement
(including the issuance and sale of the Subscribed Shares) on the Closing Date.


 






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(k)           Other
than the Other Subscription Agreements, the Transaction Agreement and any other agreement contemplated by the Transaction Agreement,
as of the date hereof and as of the Closing Date, neither the Company nor any affiliate thereof has entered into any side letter or similar
agreement (including any oral agreements) with any Other Subscriber in connection with such Other Subscriber’s investment in the
Company pursuant to its Other Subscription Agreement (other than any side letter or similar agreement which both (A) does not confer
on such Other Subscriber any additional economic benefit in relation to its Other Subscription Agreement which benefit was not offered
to Subscriber and (B) relates to the transfer of (i) securities of the Company by existing securityholders of the Company,
which may be effectuated as a forfeiture to the Company and reissuance, or (ii) securities to be issued pursuant to or as contemplated
by the Transaction Agreement). No Other Subscription Agreement [or Insider Subscription Agreement]3 includes
economic terms or conditions that are materially more advantageous to any such Other Subscriber [or Insider PIPE Subscriber]4
than Subscriber hereunder, and such Other Subscription Agreements [and Insider Subscription Agreements]5
have not been amended or modified (including through releases and waivers) with respect to such terms
or conditions in any material respect following the date of this Subscription Agreement[; provided that the foregoing shall not apply
to any commercial or strategic agreements entered into by the Company and any Insider PIPE Subscriber]6.
The Other Subscription Agreements and the Insider Subscription Agreements reflect the same Per Share Price and are with respect to the
same class of common stock as being acquired hereunder.


 


(l)            Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse
Effect, as of the date of this Subscription Agreement, there is no (i) action, suit, claim or other proceeding, in each case by or
before any governmental authority or court of competent jurisdiction pending, or, to the knowledge of the Company, threatened against
the Company or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the
Company.


 





 






3
To be used for Insider Subscription Agreements.


4
To be used for Insider Subscription Agreements.


5
To be used for Insider Subscription Agreements.


6 To be used for Insider Subscription Agreements.


 






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(m)          The
Company is in compliance with all applicable laws, except where such noncompliance would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect. The Company has not received any written communication from a governmental entity
alleging that the Company is not in compliance with or is in default or violation of any applicable law, except where such noncompliance,
default or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For
the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters or communications
arise from or relate to the SEC Statement or any SPAC Accounting Issues and, in such case, such matters or communications shall not constitute
a breach of any representation or warranty by the Company, except to the extent that any of the foregoing would reasonably be expected
to prevent or materially impair or otherwise have a material adverse effect with respect to (i) the issued and outstanding Class A
Common Shares being registered pursuant to Section 12(b) of the Exchange Act on the Closing Date, (ii) the issued and outstanding
Class A Common Shares being listed for trading on the NYSE (subject to official notice of issuance) on the Closing Date, or (iii) the
legal authority or the ability of the Company to timely perform its obligations under this Subscription Agreement or the Transaction Agreement
(including the issuance and sale of the Subscribed Shares) on the Closing Date.


 


(n)           The
Company is not, and immediately after receipt of payment for the Subscribed Shares and prior to the closing of the Transaction, will not
be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(o)           The
Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Shares may be pledged in connection
with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Subscribed Shares hereunder,
provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act
or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such
pledge, and the Subscriber shall not be required to provide the Company with any notice thereof; provided, however, that the Company shall
not be required to take any action (or refrain from taking any action) in connection with any such pledge.


 


Section 4.         Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company and the Placement Agents that:


 


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


 


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


 


(c)           The
execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all
of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) 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; (ii) the organizational documents of Subscriber; or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to
have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have
a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of
the Subscribed Shares.


 






    -10-


     


    

 


(d)           Subscriber
(i) is 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)(1), (2), (3) or (7) under the Securities Act), in
each case, satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Subscribed Shares only for its
own account and not for the account of others, or if Subscriber is subscribing for the Subscribed 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 and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring
the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act (and shall provide the requested information on Annex A). Subscriber is not an entity formed for the specific purpose of acquiring
the Subscribed Shares, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors,
and is an “institutional account” as defined by FINRA Rule 4512(c). Subscriber is a sophisticated institutional investor,
experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and
with regard to all transactions and investment strategies involving a security or securities. Accordingly, Subscriber understands that
the purchase of the Subscribed Shares meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A), FINRA RULE 5123(b)(1)(C) or
(J), and complies with Regulation Best Interest and (ii) the institutional customer exemption under FINRA Rule 2111(b).


 


(e)           Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the
Securities Act, and that the Subscribed Shares have not been registered under the Securities Act and that the Company is not required
to register the Subscribed Shares except as set forth in Section 5 of this Subscription Agreement. Subscriber understands
that the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective
registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons
pursuant to offers and sales that occur in an “offshore transaction” within the meaning of Regulation S under the Securities
Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met
(including, without limitation, those set forth in Rule 144(i)) or (iv) pursuant to another applicable exemption from the registration
requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States
and other applicable jurisdictions, and that any certificates or book-entry records representing the Subscribed Shares shall contain a
legend to such effect. Subscriber acknowledges that the Subscribed Shares will not be eligible for resale pursuant to Rule 144A promulgated
under the Securities Act. Subscriber understands and agrees that the Subscribed Shares will be subject to the foregoing transfer restrictions
and, as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose
of the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period
of time. Subscriber acknowledges and agrees that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year from the filing
of “Form 10 information” with the Commission after the Closing Date. Subscriber understands that it has been advised
to consult legal, tax and accounting advisors prior to making any offer, resale, pledge, disposition or transfer of any of the Subscribed
Shares.


 






    -11-


     


    





 


(f)          Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Subscriber by the Company, the Target, the Placement Agents, any of their respective affiliates or any control persons, officers,
directors, employees, partners, agents or representatives, any other party to the Transactions or any other person or entity, expressly
or by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in Section 3
of this Subscription Agreement. Subscriber acknowledges that certain information provided to Subscriber was based on projections, and
such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in
the projections. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in
connection with the offer and sale of the Subscribed Shares. In connection with the issuance and sale of the Subscribed Shares, none of
the Placement Agents has acted as a financial advisor or fiduciary to the Subscriber. None of the Placement Agents or any of their respective
directors, officers, employees, representatives or controlling persons has made any independent investigation with respect to the Company,
the Subscribed Shares or the completeness or accuracy of any information provided to Subscriber. Subscriber agrees that none of the Placement
Agents, nor any of their respective affiliates or any of their or their respective affiliates’ 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 Subscribed Shares.


 


(g)          In
making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber
and the Company’s representations and warranties in Section 3. Subscriber acknowledges and agrees that Subscriber has
received or had access to, and an adequate opportunity to review, such information as Subscriber deems necessary in order to make an investment
decision with respect to the Subscribed Shares, including, without limitation, with respect to the Company and its subsidiaries and the
Transactions. 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 its professional advisor(s), if
any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Without limiting the generality of the
foregoing, Subscriber acknowledges that it has reviewed the Company’s filings with the Commission and any disclosure documents provided
by or on behalf of the Company in connection with the Subscription and that no statement or printed material which is contrary to the
disclosure documents has been made or given to the Subscriber by or on behalf of the Company. Subscriber acknowledges and agrees that
none of the Placement Agents, or any affiliate of the Placement Agents, has provided Subscriber with any information or advice with respect
to the Subscribed Shares nor is such information or advice necessary or desired. None of the Placement Agents or any of their respective
affiliates has made or makes, or will make any representation or warranty, whether express or implied, as to the Company or the quality
or value of the Subscribed Shares or of any other kind or character, and the Placement Agents and any of their respective affiliates may
have acquired nonpublic information with respect to the Company which Subscriber agrees need not be provided to it.


 






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(h)          Subscriber
acknowledges that no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements
made by any person or entity under or in connection with the offer and sale of the Subscribed Shares or in connection with the Business
Combination or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects
of, or any other matter concerning the Company, the Target, the Placement or the Business Combination. No Placement Agent shall have any
liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgements,
awards, liabilities, costs, expenses, or disbursements incurred by such purchaser), whether in contract, tort or otherwise, to such purchaser,
or to any person claiming through such purchaser, in respect to the offer and sale of the Subscribed Securities.


 


(i)          Subscriber
is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our prospective investment in the Subscribed Shares and has the ability to bear
the economic risks of its prospective investment and can afford the complete loss of such investment. Subscriber has sought such accounting,
legal and tax advice as such Subscriber has considered necessary to make an informed investment decision and is not relying on the Placement
Agents for such advice.


 


(j)          Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company, the Target
or their respective representatives or affiliates, or by means of contact from the Placement Agents and the Subscribed Shares were offered
to Subscriber solely by direct contact between Subscriber and the Company or their respective representatives or affiliates or by contact
between Subscriber and the Placement Agents. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed
Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that the Subscribed
Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner
involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 






    -13- 


     


    

 


(k)          Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice
as Subscriber has considered necessary to make an informed investment decision. Subscriber acknowledges and agrees that neither the Company
nor any of its affiliates has provided any tax advice to Subscriber or made any representations or warranties or guarantees to Subscriber
regarding the tax treatment of its investment in the Subscribed Shares.


 


(l)          Subscriber
represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed
Shares and determined that the Subscribed 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 Company. Subscriber acknowledges
specifically that a possibility of total loss exists.


 


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


 


(n)          Subscriber
is not, and is not owned or controlled by or acting on behalf of (in connection with the Transactions), a Sanctioned Person. Subscriber
is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. Subscriber represents that if it is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed
to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that it maintains, to the extent required,
either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of any
investors against Sanctions-related lists of blocked or restricted persons and to ensure that the funds held by Subscriber and used to
purchase the Subscribed Shares are derived from lawful activities. For purposes of this Subscription Agreement, “Sanctioned Person”
means at any time any person or entity: (i) listed on any Sanctions-related list of designated or blocked or restricted persons;
(ii) that is a national of, the government of, or any agency or instrumentality of the government of, or resident in, or organized
under the laws of, a country or territory that is the target of comprehensive Sanctions from time to time (as of the date of this Subscription
Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned or controlled by or acting on behalf of any
of the foregoing. “Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and
restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (1) the United
States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control, the U.S. Department of State,
and the U.S. Department of Commerce), (2) the European Union and enforced by its member states, (3) the United Nations, (4) Her
Majesty’s Treasury and (5) the Cayman Islands.


 


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


 






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(p)          If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA),
a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that
is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied on the Company or any of its
affiliates (the “Transactions Parties”) as the Plan’s fiduciary or for advice, with respect to its decision to
acquire and hold the Subscribed Shares, and none of the Transactions Parties shall at any time be relied upon as the Plan’s fiduciary
with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and (ii) none of the acquisition, holding
and/or transfer or disposition of the Subscribed Shares will result in a non-exempt prohibited transaction under ERISA or Section 4975
of the Code or any similar law or regulation.


 


(q)          On
the [Funding/Closing]7 Date, Subscriber will have sufficient immediately available funds
to pay the Purchase Price pursuant to Section 2.


 


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


 


(s)          Subscriber
acknowledges and is aware that (i) the Placement Agents are each acting as the Company’s joint placement agent, (ii) Credit
Suisse and Morgan Stanley are serving as financial advisors to the Target in connection with the Transactions, (iii) Evercore is
acting as financial advisor to the Company in connection with the Transactions and (iv) AGS is an affiliate of Apollo Global Management, Inc.
(“AGM”). Subscriber (i) understands and acknowledges that Credit Suisse’s and Morgan Stanley’s role as financial
advisor to the Target may give rise to potential conflicts of interest or the appearance thereof, and Subscriber hereby waives any conflict
of interest or similar claim against Credit Suisse and Morgan Stanley arising out of Credit Suisse and Morgan Stanley acting as the Company’s
placement agent and Evercore acting as financial advisor to the Target or any other activities, relationships or arrangements entered
into in connection with the Transactions and agrees that it will not assert any such conflict of interest or similar claim at any point
in time and (ii) understands and acknowledges that AGS’s relationship with AGM or any of AGM’s affiliates or affiliated
funds may give rise to potential conflicts of interest or the appearance thereof, and Subscriber hereby waives any conflict of interest
or similar claim against AGS arising out of AGS acting as the Company’s placement agent and AGS’s relationship with AGM or
any of AGM’s affiliates and agrees that it will not assert any such conflict of interest or similar claim at any point in time.


 





 



7 “Closing Date” to be used for mutual fund
Subscribers. “Funding Date” to be used for all other Subscribers.


 






    -15- 


     


    

 


(t)          Subscriber
acknowledges that the Company continues to review the SEC Statement and the SPAC Accounting Issues and their respective implications,
including on the financial statements and other information included in its SEC Reports, and any restatement, revision or other modification
of the SEC Reports relating to or arising from such review, any subsequent related agreements or other guidance from the Commission staff
with respect to the SEC Statement or any SPAC Accounting Issues shall be deemed not material for purposes of this Subscription Agreement,
except to the extent that any of the foregoing would reasonably be expected to prevent or materially impair or otherwise have a material
adverse effect with respect to (i) the issued and outstanding Class A Common Shares being registered pursuant to Section 12(b) of
the Exchange Act on the Closing Date, (ii) the issued and outstanding Class A Common Shares being listed for trading on the
NYSE (subject to official notice of issuance) on the Closing Date, or (iii) the legal authority or the ability of the Company to
timely perform its obligations under this Subscription Agreement or the Transaction Agreement (including the issuance and sale of the
Subscribed Shares) on the Closing Date.


 






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Section 5.          Registration
of Subscribed Shares.


 


(a)          The
Company agrees that the Company will submit or file with the Commission (at the Company’s sole cost and expense) a registration
statement (the “Registration Statement”) registering the resale of the Subscribed Shares which are eligible for registration
(determined as of two (2) business days prior to such submission or filing) no later than (i) thirty (30) calendar days after
the [Transaction]8 Closing Date or (ii) if the Company’s 2021 audited financial
statements are required to be included in such Registration Statement, ninety (90) calendar days following the Company’s most recent
fiscal year end, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing
thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar
day following the filing thereof) and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing,
whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to
further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such
day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business. The Company will use its commercially reasonable efforts to provide
a draft of the Registration Statement to Subscriber for review at least three (3) Business Days in advance of filing the Registration
Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing
of such Registration Statement as a result of or in connection with Subscriber’s review. Unless otherwise agreed to in writing
by Subscriber, Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless requested by the Commission
or another regulatory agency; provided, that if the Commission or another regulatory agency requests that Subscriber be identified
as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement
upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including
any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of
the Securities Act for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall
register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted by the
Commission. In such event, the number of Subscribed Shares to be registered for each selling stockholder named in the Registration Statement
shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional
Subscribed Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration
Statement to register such Subscribed Shares not included in the Registration Statement and cause such amendment or Registration Statement
to become effective as promptly as practicable. The Company agrees that, except for such times as the Company is permitted hereunder
to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts
to cause such Registration Statement to remain effective with respect to Subscriber, and to keep the Registration Statement free from
any material misstatements or omissions, until the earlier of (i) three (3) years from the issuance of the Subscribed Shares,
(ii) the date on which Subscriber ceases to hold any Subscribed Shares, or (iii) the first date on which Subscriber can sell
all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale
or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public
information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The period of time during which the Company
is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period.”
For the avoidance of doubt, any failure by the Company to file the Registration Statement by the deadline noted above or to effect such
Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the
Registration Statement as set forth above in this Section 5.


 





 



8 To be used for mutual fund Subscribers.


 






    -17- 


     


    

 


(b)          If
requested by a Holder, the Company shall reasonably cooperate with the Holder, and the Holder shall provide the Company with such certifications
and other documentation (including, if required by the Company or the transfer agent, having such Holder provide the Company with an opinion
of counsel, in form and substance reasonably acceptable to the Company), to effect the removal of the legend described in Section 4(e),
and for the Company to issue, or cause its transfer agent to issue, a certificate or book-entry position without such legend to the Holder
if (i) such Subscribed Shares are being sold under the Registration Statement, (ii) such sale, assignment or transfer of the
Subscribed Shares may be made without registration under the applicable requirements of the Securities Act, (iii) the Subscribed
Shares are sold, assigned or transferred pursuant to Rule 144, or (iv) the Subscribed Shares are eligible to be sold without
restriction under, and without the requirement for the Company to be in compliance with the current public information requirements of,
Rule 144. The Company shall be responsible for the fees of its transfer agent, its legal counsel and all fees of The Depository Trust
Company associated with the foregoing. From and after such time as the benefits of Rule 144 or any other similar rule or regulation
of the Commission that may allow Subscriber to sell securities of the Company to the public without registration are available to holders
of the Company’s common stock, for so long as Subscriber holds Subscribed Shares, the Company shall, at its expense, make and keep
public information available, as those terms are understood and defined in Rule 144; use commercially reasonable efforts to file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company 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 Subscribed Shares under Rule 144 for so long as Subscriber
holds any Subscribed Shares; and furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement
by the Company, 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 Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144
without registration. “Subscribed Shares” shall be deemed to include, as of any date of determination, any equity security
issued or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange,
replacement or similar event. “Holder” shall mean Subscriber or any affiliate of Subscriber to which the rights under
this Section 5 shall have been assigned. The Company’s obligations to include the Subscribed Shares in the Registration
Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber or its permitted assigns,
the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably
requested by the Company to effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any
customary blackout or similar period or as permitted hereunder; provided, however, that Subscriber shall not in connection
with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the
ability to transfer the Subscribed Shares. With respect to the information to be provided by Subscriber pursuant to the foregoing sentence,
the Company shall request such information at least five (5) Business Days prior to the anticipated initial filing date of the Registration
Statement. In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable
request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for
an underwritten offering of Subscribed Shares. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone
the submission, filing or effectiveness of such Registration Statement, and from time to time require Subscriber not to sell under the
Registration Statement or suspend the use or effectiveness of any such Registration Statement (i) if it determines, based on the
advice of its legal counsel, that in order for the Registration Statement to not contain a material misstatement or omission, an amendment
thereto would be needed, (ii) if the negotiation or consummation of a bona fide business or financing transaction of the Company
is pending and, in the good faith judgment of the Company’s board of directors, upon the advice of its legal counsel, such submission,
filing or effectiveness or use of such Registration Statement, would require additional disclosure by the Company in the Registration
Statement that the board determines the Company has a bona fide business purpose for not making such information public, (iv) if
such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Statement or a SPAC Accounting
Issue, or any related disclosure or (v) if the Commission issues any stop order suspending the effectiveness of any Registration
Statement or indicates the intention to initiate any proceedings for such purpose (each such circumstance, a “Suspension Event”);
provided, that, (x) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period
of more than ninety (90) consecutive days or more than three (3) times, or for more than one hundred twenty (120) total calendar
days, in each case in any three hundred sixty (360) day period and (y) the Company shall use commercially reasonable efforts to make
such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter.


 






    -18- 


     


    

 


(c)          Upon
receipt of any written notice from the Company (which notice shall not contain any material nonpublic information regarding the Company)
of the occurrence of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension
Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made
in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the
Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144)
until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects
the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective
or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality
of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request
or requirement. If so directed by the Company, Subscriber will deliver to the Company, or in Subscriber’s sole discretion destroy,
all copies of the prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation
to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (x) 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 (y) to copies stored electronically
on archival servers as a result of automatic data back-up.


 


(d)          During
the Registration Period, the Company shall advise Subscriber as soon as reasonably practicable but in no event after five (5) Business
Days:


 


		(i)	when a Registration Statement or any amendment thereto has been filed with the Commission;



 


		(ii)	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;



 


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



 


		(iv)	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.



 






    -19- 


     


    

 


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


 


(e)          During
the Registration Period, the Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of any Registration Statement as soon as reasonably practicable.


 


(f)          During
the Registration Period, except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus
forming part of a Registration Statement as contemplated by this Subscription Agreement, the Company shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Subscribed 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.


 


(g)          During
the Registration Period, the Company shall use its commercially reasonable efforts to cause all Subscribed Shares to be listed on each
securities exchange or market, if any, on which the Company’s common stock have been listed.


 


(h)          During
the Registration Period, the Company shall use its commercially reasonable efforts to take all other steps necessary or reasonably requested
by the Subscriber to effect the registration of the Subscribed Shares required hereby.


 


Section 6.          Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such
date and time as the Transaction Agreement is validly terminated in accordance with its terms without being consummated, (b) upon
the mutual written agreement of all parties hereto and Target to terminate this Subscription Agreement or (c) written notice of such
termination from any party to the other party anytime on or after ten (10) months after the date hereof, if the Closing has not occurred
by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by such date (the termination
events described in clauses (a)-(c) above, collectively, the “Termination Events”); provided, that nothing
herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common law intentional
fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from such breach or fraud. The Company shall notify Subscriber of the termination of the
Transaction Agreement promptly after the termination thereof. Upon the occurrence of any Termination Event, except as set forth in the
proviso to the first sentence of this Section 6, this Subscription Agreement shall be void and of no further effect and any
portion of the Purchase Price paid by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) Business
Day) following the Termination Event be returned to Subscriber.


 






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Section 7.          Trust
Account Waiver. Subscriber hereby acknowledges that as described in the Company’s prospectus relating to its initial public
offering dated October 1, 2020, the Company has established a trust account (the “Trust Account”) containing the
proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with
the IPO (including proceeds of the underwriters’ partial exercise of the overallotment option and interest accrued from time to
time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPO. For and in consideration of
the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title,
interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against
the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim
arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter
as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against the Trust Account
(including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) will
not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this
Section 7 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal
relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its
obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable
relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or funds
that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been
purchased or acquired with any such funds) (so long as such claim would not affect Company’s ability to fulfill its obligation to
effectuate any redemption right with respect to any securities of the Company) and (z) be deemed to limit the Subscriber’s
right to distributions from the Trust Account in accordance with the Company’s amended and restated memorandum and articles of association
as in effect prior to the Domestication in respect of Cayman Class A ordinary shares of the Company acquired by any means other than
pursuant to this Subscription Agreement. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription
Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement,
and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber under applicable law.
To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to the Company or its representatives or affiliates in connection with this Subscription Agreement, which proceeding seeks, in whole or
in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s
and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber
or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account
(including any distributions therefrom other than any funds that have been released from the Trust Account and any assets that have been
purchased or acquired with any such funds) or any amounts contained therein.


 






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Section 8.          Indemnity.


 


(a)          Subject
to Section 7 above, the Company agrees to indemnify and hold harmless, to the extent permitted by law, Subscriber, its directors,
officers, employees and agents, and each person who controls Subscriber (within the meaning of the Securities Act or the Exchange Act)
and each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims,
damages, liabilities and expenses (including, without limitation, any reasonable external attorneys’ fees and expenses incurred
in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to
the Company by or on behalf of Subscriber expressly for use therein.


 


(b)          Subscriber
agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless
the Company, its directors, officers, employees and agents, and each person who controls the Company (within the meaning of the Securities
Act or the Exchange Act) and each affiliate of the Company against any losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable external attorneys’ fees and expenses incurred in connection with defending or investigating any such action
or claim) caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, prospectus included
in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of Subscriber expressly
for use therein. 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 Subscribed Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification
obligation.


 


(c)          Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgement a conflict of interest between such indemnifying and indemnified parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent (not to be unreasonably withheld, conditioned or delayed). An indemnifying party who elects not to assume the
defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement (i) which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement),
(ii) which includes a statement or admission of fault and culpability on the part of such indemnified party, or (iii) which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 






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(d)            The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified
party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription Agreement.


 


(e)            If
the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, subject to Section 7, shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities and expenses 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 or on behalf of, 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 or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth above, any 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 8 from any person who was not guilty of such fraudulent
misrepresentation. Any contribution pursuant to this Section 8(e) by any seller of Subscribed Shares shall be limited
in amount to the amount of net proceeds received by such seller from the sale of such Subscribed Shares pursuant to the Registration Statement.
Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive
damages in connection with this Subscription Agreement.


 






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Section 9.               Miscellaneous.


 


(a)            All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, on the date of transmission to such recipient, (iii) one (1) Business Day after being sent to the recipient by reputable
overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address
or electronic mail address, as applicable, specified below or to such electronic mail address or address as subsequently modified by written
notice given in accordance with this Section 9(a):


 


		(i)	if to Subscriber, to such address or addresses set forth on the signature page hereto;



 


		(ii)	if to the Company, to:



 


Apollo Strategic Growth Capital


9 West 57th Street, 43rd Floor


New York, NY 10019


		Attention:	James Crossen



 


with a required copy to (which copy shall not constitute
notice) each of:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, NY 10019-6064


		Attention:	Gregory A. Ezring; Ross A. Fieldston; Brian M. Janson






		E-mail:	gezring@paulweiss.com,






bjanson@paulweiss.com


rfieldston@paulweiss.com


 


		(iii)	if to the Target, to:



 


c/o GBT US LLC


General Counsel’s Office


666 Third Avenue New York, NY 10017


Attn: Eric J. Bock


 


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


 


Skadden, Arps, Slate, Meagher & Flom LLP


One Manhattan West


New York, NY 10001-8602


		Attention:	Peter D. Serating, Thaddeus P. Hartmann, Gregory A. Fernicola and Michelle Gasaway









		Email:	peter.serating@skadden.com,






thaddeus.hartmann@skadden.com, 

gregory.fernicola@skadden.
com and 

michelle.gasaway@skadden.com


 






    -24-


     


    

 


(b)            Subscriber
acknowledges that the Company, the Target and the Placement Agents (each of the foregoing, as third-party beneficiaries with right of
enforcement to the extent specified in Section 9(j) below) will rely on the acknowledgments, understandings, agreements, representations
and warranties of Subscriber contained in this Subscription Agreement, including Annex A hereto. Prior to the Closing, Subscriber agrees
to promptly notify the Company, the Target and the Placement Agents in writing (including, for the avoidance of doubt, by email) if any
of the acknowledgments, understandings, agreements, representations and warranties made by the Subscriber set forth in Section 4
above are no longer accurate in all material respects (other than those acknowledgments, understandings, agreements, representations and
warranties qualified by materiality, in which case the Subscriber shall notify the Company and the Placement Agents if they are no longer
accurate in any respect). Subscriber acknowledges and agrees that each purchase by Subscriber of Subscribed Shares from the Company will
constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any
such notice) by Subscriber as of the time of such purchase. The Company acknowledges that Subscriber will rely on the acknowledgments,
understandings, agreements, representations and warranties of the Company contained in this Subscription Agreement.


 


(c)            Each
of the Company, the Target, the Placement Agents (each of the foregoing, as third-party beneficiaries with right of enforcement to the
extent specified in Section 9(j) below) and Subscriber is entitled to rely upon this Subscription Agreement and 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, provided that the foregoing clause of this section 9(c) shall not give
Target any rights other than those expressly set forth herein.


 


(d)            Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(e)            Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder
and Subscriber’s rights under Section 5 hereof) may be transferred or assigned. Neither this Subscription Agreement
nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt,
the Company may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transactions
and exclusively to another entity under the control of, or under common control with, the Company). Notwithstanding the foregoing, Subscriber
may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds
or accounts managed or advised by the investment manager who acts on behalf of Subscriber) or, with the Company’s prior written
consent, to another person, provided that (i) such assignee(s) agrees in writing to be bound by the terms hereof, and
upon such assignment by Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be
deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment and (ii) no
such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations.


 


(f)            All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. For
the avoidance of doubt, if for any reason the Closing does not occur prior to 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.


 






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(g)           The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall provide such information
as may be reasonably requested. Subscriber acknowledges that subject to the conditions set forth in Section 9(t), the Company
may file a copy of this Subscription Agreement with the Commission as an exhibit to a current or periodic report of the Company or a registration
statement of the Company.


 


(h)           This
Subscription Agreement may not be amended or modified except by an instrument in writing, signed by the Target and each of the parties
hereto. This Subscription Agreement may not be waived except by an instrument in writing signed by the relevant party.


 


(i)            This
Subscription Agreement (including Annex A hereto) 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.


 


(j)             Except
as otherwise provided herein (including the next sentence hereof), this Subscription Agreement is intended for the benefit of the parties
hereto and their respective affiliates and their respective heirs, executors, administrators, successors, legal representatives, and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. Except as set forth in Section 6(b),
Section 8, Section 9(b), Section 9(c), Section 9(e), Section 9(h), Section 9(k) and
this Section 9(j) with respect to the persons specifically referenced therein, and Section 4 with respect to the
Placement Agents, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and
their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third-party beneficiaries
of this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any,
pursuant to the applicable provisions.


 


(k)            The
parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the Company to
execute and deliver the Transaction Agreement and (ii) irreparable damage would occur in the event that any of the provisions of
this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other
legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties 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, this being in addition to any other remedy to which
such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company
shall be entitled to specifically enforce the Subscriber’s obligations to fund the Purchase Price and the provisions of the Subscription
Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto acknowledge and agree that the
Target shall be entitled to specifically enforce the provisions of the Subscription Agreement of which the Target is an express third-party
beneficiary on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to
waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that
a remedy of specific enforcement pursuant to this Section 9(k) is unenforceable, invalid, contrary to applicable law
or inequitable for any reason; and (z) to waive the defense in any action for specific performance that a remedy at law would be
adequate.


 






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(l)             [Reserved.]


 


(m)           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.


 


(n)            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.


 


(o)            This
Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail or in .pdf) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 


(p)            This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


(q)            EACH
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 






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(r)            The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York
and the federal courts of the United States of America located in the State of New York (collectively the “Designated Courts”).
Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with
respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity
from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding
in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated
Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons,
notice or document to a party hereof in compliance with Section 9(a) of this Subscription Agreement shall be effective
service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted
to jurisdiction as set forth above.


 


(s)            This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties or third-party beneficiaries hereto and then only with respect to the specific
obligations set forth herein with respect to such party or third-party beneficiary. No past, present or future director, officer, employee,
incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any
affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities
of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect of
or by reason of the transactions contemplated hereby. Each of the Company and Subscriber further acknowledge and agree that the Placement
Agents and Target are third-party beneficiaries of the representations and warranties of the Company and Subscriber in this Subscription
Agreement.


 






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(t)            The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one or more press releases or furnish or file with the Commission a Current Report on Form 8-K or a Form S-4
for the Transactions (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed,
all material terms of the transactions contemplated hereby and the Transactions. [Upon the disclosure of the Disclosure Document, to
the Company’s knowledge, Subscriber shall not be in possession of any material, nonpublic information regarding the Company received
from the Company or any of its officers, directors, or employees or agents, and Subscriber shall no longer be subject to any confidentiality
or similar obligations under any current agreement, whether written or oral with Company, the Placement Agents or any of their respective
affiliates in connection with the Transactions.]9. Notwithstanding anything in this Subscription
Agreement to the contrary, the Company (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers,
or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber,
and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber
or any of its affiliates or advisers in any filing with the Commission or any regulatory agency or trading market, without the prior
written consent of Subscriber; provided that the restrictions in this Section 9(t) shall not apply to the extent such
disclosure is required by applicable securities law, rule or regulation, any regulatory agency or under the regulations of NYSE,
in which case the Company shall, to the extent permissible, use commercially reasonable efforts to provide the Subscriber with prior
written notice thereof and consult with the Subscriber with respect to the content of such disclosure. Subscriber will promptly provide
any information reasonably requested by the Company or any of its affiliates for any regulatory application or filing made or approval
sought in connection with the Transactions (including filings with the Commission).


 


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


 





 



9 To be omitted from Insider Subscription Agreements.


 






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(v)           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 of the Subscribed Shares until the
consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance
of doubt, this Section 9(v) shall not apply to (x) ordinary course, non-speculative hedging transactions or (y) any
sale (including the exercise of any redemption right) of securities of the Company (i) held by Subscriber, its controlled affiliates
or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription
Agreement or (ii) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any
of its controlled affiliates in open market transactions or otherwise (other than the Subscribed Shares) after the execution of this Subscription
Agreement. Notwithstanding the foregoing, (1) nothing herein shall prohibit other entities under common management with Subscriber
that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the subscription (including Subscriber’s
controlled affiliates and/or affiliates) from entering into any short sales and (2) in the case of a Subscriber that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets,
this Section 9(v) shall only apply with respect to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.


 


(w)          From
the date of this Subscription Agreement through the Closing, Subscriber and its affiliates shall not take any action that could reasonably
be expected to cause the transactions contemplated by this Subscription Agreement, including the Subscription, to require the consent,
approval or authorization of, notification to, or designation, declaration or filing with, any governmental authority, including any notification,
declaration or filing made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
If any consents, approvals, authorizations, notifications, designations, declarations or filings are required to be made or obtained to
or from any governmental authority, including under the HSR Act, any other applicable antitrust laws and any laws related to foreign investment
filings, then the Subscriber shall use commercially reasonable efforts to take such actions as are necessary or desirable or reasonably
requested by the Company to consummate the transactions contemplated by this Subscription Agreement, including (i) to make such notifications,
designations, declarations or filings and to obtain such consents, approvals and authorizations as promptly as reasonably practicable
after the date hereof with respect to any filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions
under any other applicable antitrust laws or any laws related to foreign investment filings, and (ii) to obtain as promptly as practicable
the termination of any waiting period under the HSR Act and any other applicable antitrust laws.


 


(x)            Subscriber
and its affiliates shall not issue or cause to be issued any public disclosures regarding the Target or any holders of the Target’s
equity securities (or any affiliates thereof), unless the form and substance of such disclosures is approved in advance in writing by
the Target or such disclosures are otherwise required by applicable law or regulatory authority.


 


(Signature pages follow)


 






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


 


	 	APOLLO STRATEGIC GROWTH CAPITAL
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


	 	SUBSCRIBER:
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 


	 	ATTN: 	 
	 	EMAIL: 	 
	 	 
	 	Names in which shares are to be registered:
	 	 
	 	 




 


Number of Subscribed Shares subscribed for:


	 	 	 
	Price Per Subscribed Share:	$10.00	 



 


	Aggregate Purchase Price:	$	 	 



 


You must pay the Purchase Price by wire transfer of United States dollars
in immediately available funds to the account of the Company specified by the Company in the Closing Notice.


 






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ANNEX
A


 


ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER


 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS






(Please check the applicable subparagraphs):


 


		 ̈	We are a “qualified institutional buyer’’ (as defined in Rule 144A under the
Securities Act (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))(l), (2), (3) or (7) 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 below indicating the provision
                                                                                                                                                                   under which we qualify as an “accredited investor.”



 


		2.	 ̈ We are not a
                                                                                                                                                                natural person.



 


Rule 501(a),
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 “accredited investor.”


 


		 ̈	Any bank, registered broker or
dealer, insurance company, registered investment company, business development company, or small business investment company;



 


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



 


		 ̈	Any employee benefit plan, within
the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes
the investment decisions, or if the plan has total assets in excess of $5,000,000;



 






     


     


    

 


		 ̈	Any organization described in
Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		 ̈	Any trust with assets in excess
of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or



 


Any entity in which all of the equity owners are accredited investors
meeting one or more of the above tests.


 






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