Exhibit 10.6


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”)
is made as of the        day of                    
2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cantor
Fitzgerald & Co. (“Cantor”) and Moelis & Company Group LP, an affiliate of Moelis & Company, LLC
(“Moelis,” and together with Cantor the “Subscribers,” and each a “Subscriber”).


 


WHEREAS, the Company desires to sell to the Subscribers on a private
placement basis (the “Offering”) an aggregate of 142,857 units (the “Units”) of the
Company in accordance with the allocation set forth on Schedule A hereto, each Unit comprised of one Class A ordinary share of the Company,
par value $0.0001 per share (“Ordinary Shares”) and one-half of one warrant, each whole warrant exercisable
to purchase one Ordinary Share (“Warrant”), for a purchase price of $10.00 per Unit. The Ordinary Shares underlying
the Warrants are hereinafter referred to as the “Warrant Shares”. The Ordinary Shares underlying the Units (excluding
the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units
are hereinafter referred to as the “Placement Warrants.” The Units, Placement Shares, Placement Warrants and
Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant
is exercisable to purchase one Ordinary Share at an exercise price of $11.50 thirty (30) days following the consummation of the Company’s
initial business combination (the “Business Combination”), as such term is defined in the registration statement
in connection with the Company’s initial public offering (the “IPO”), as amended at the time it becomes
effective (the “Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business
Combination (provided that, so long as the Placement Warrants are held by the Subscribers or their designees, the Subscribers or their
designees will not be permitted to exercise such Placement Warrants after the five year anniversary of the effective date of the Registration
Statement); and


 


WHEREAS, the Subscribers wish to purchase an aggregate
of 142,857 Units, and the Company wishes to accept such subscription from the Subscribers.


 


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


 


1.
Agreement to Subscribe


 


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



 


		(b)	Purchase Price. As payment in full for the Initial
Units being purchased under this Agreement, the Subscribers shall pay an aggregate of $1,428,570, in accordance with the allocation set forth on Schedule A hereto (the “Purchase Price”)
by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Company
or to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Closing
Date.



 






     


     


    

 


		(c)	Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “Closing Date”). The closing
of the purchase and sale of the Units shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 525 University
Avenue, Suite 1400, Palo Alto, California 94301, or such other place as may be agreed upon by the parties hereto.



 


		(d)	Conditions to Closing. The obligation of the Subscribers
to purchase and pay for the Units as provided herein shall be subject to the satisfaction of the conditions set forth in Section [•]
of the Underwriting Agreement, dated as of the date hereof, by and between the Company, Cantor and Moelis & Company LLC, as representatives of the underwriters
named therein (the “Underwriting Agreement”).



 


		(e)	Termination. This Agreement and each of the obligations
of the undersigned shall be null and void and without effect if a Closing does not occur prior to March 31, 2022.



 


2.
Representations and Warranties of the Subscribers


 


Each Subscriber, severally and not jointly, represents and warrants
to the Company that:


 


		(a)	No Government Recommendation or Approval. Each Subscriber
understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Offering
of the Securities.



 


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









 


		(c)	Intent. Each Subscriber is purchasing the Securities solely for investment purposes, for such
                                                                                   Subscriber’s own account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms
                                                                                   hereof), and not with a view to the distribution thereof.



 


		(d)	Restrictions on Transfer. Each Subscriber acknowledges
and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning
of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future either Subscriber decides
to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred
only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration
under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration
requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.
Notwithstanding the foregoing, each Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described
in Section 7 hereof. Each Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made,
as a condition precedent to any such transfer, each Subscriber may be required to deliver to the Company an opinion of counsel satisfactory
to the Company with respect to such transfer. Absent registration or another available exemption from registration, each Subscriber agrees
it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Each Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to either Subscriber for the resale of the Securities until the
one year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.



 






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		(e)	Sophisticated Investor.



 


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


 


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


 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


3.
Representations, Warranties and Covenants of the Company


 


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


 


		(a)	Valid Issuance of Ordinary Shares. The total number
of shares of all classes which the Company has authority to issue is 500,000,000 Ordinary Shares, 50,000,000 Class B ordinary shares,
$0.0001 par value per share (the “Class B Ordinary Shares”), and 5,000,000 preference shares, $0.0001 par value
per share (“Preference Shares”). As of the date hereof, the Company has issued and outstanding 7,666,667 Class
B Ordinary Shares (of which up to 1,000,000 Class B Ordinary Shares are subject to forfeiture as described in the Registration Statement),
no Ordinary Shares and no Preference Shares. All of the issued ordinary shares of the Company have been duly authorized, validly issued,
and are fully paid and non-assessable.



 






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



 


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



 


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



 


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



 


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


 






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4.
Legends


 


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



 


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


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN EVE MOBILITY ACQUISITION CORP, CANTOR FITZGERALD & CO. AND MOELIS & COMPANY
GROUP LP AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS
SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


		(b)	Subscribers’ Compliance. Nothing in this Section
4 shall affect in any way the Subscribers’ obligations and agreements to comply with all applicable securities laws upon resale
of the Securities.



 


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



 


		(d)	Registration Rights. The Subscribers will be entitled to certain registration rights which will
                                                                                   be governed by a registration and shareholder rights agreement (“Registration Rights Agreement”) to be
                                                                                   entered into between, among others, the Subscribers and the Company, on or prior to the effective date of the Registration
                                                                                   Statement. Pursuant to the Registration Rights Agreement, the Subscribers may not exercise their demand and “piggyback”
                                                                                   registration rights after five (5) and seven (7) years, respectively, after the effective date of the Registration Statement and may
                                                                                   not exercise their  demand rights on more than one occasion.



 






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5.
Waiver of Liquidation Distributions.


 


In connection with the Securities purchased pursuant to this Agreement,
the Subscribers hereby waive any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the
Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates
the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon
the Company’s redemption of Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete
the Business Combination or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s
public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to
shareholders’ rights or pre-Business Combination activity. In the event the Subscribers purchase Units or Ordinary Shares in the
IPO or in the aftermarket, any additional Ordinary Shares so purchased shall not be subject to any restrictions set forth herein with
respect to the Securities (except as required by applicable law), and shall be eligible to receive the redemption value of such Ordinary
Shares upon the same terms offered to all other purchasers of Units in the IPO or Units or Ordinary Shares in the aftermarket in the event
the Company fails to consummate the Business Combination. Nothing herein shall preclude either Subscriber from making any claim or seeking
recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.


 


6.
Terms of Placement Warrants.


 


Each Placement Warrant shall have the terms set
forth in the Warrant Agreement.


 


7.
Lock-Up Period.


 


		(a)	Lock-Up. The Subscribers agree that they shall not Transfer any Securities
until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a)
to the Company’s directors or officers, any affiliates or family members of any of the Company’s officers or directors or
any affiliate of the Subscribers or to any member(s) of the Subscribers or any of their affiliates; (b) in the case of an individual,
by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection
with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the
laws of its jurisdiction or its organizational documents or operating agreement or (h) in the event of the Company’s liquidation,
merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Business Combination;
provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the Transfer restrictions herein.



 




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		(b)	Transfer. For purposes of Section 7(a), the
term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any
option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put
equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of
the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).



 


		(c)	FINRA. In addition to the restrictions on transfer
described in Section 7(a), the Subscribers acknowledge and agree that the Units and their component parts and the related registration
rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore,
pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related
registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the
effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide
officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component
parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that
would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of
effectiveness or commencement of sales in the IPO.



 


8.
Terms of the Units


 


The Units and their component parts are substantially identical to
the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in
Section 7 hereof, and (ii) the Units and component parts are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of
the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration
is available, and the restrictions described above in clause (i) has expired.


 




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9.
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated
hereby.


 


10.
Assignment; Entire Agreement; Amendment


 


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



 


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



 


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



 


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



 


11.
Notices


 


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



 




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12.
Counterparts


 


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


 


13.
Survival; Severability


 


		(a)	Survival. The representations, warranties, covenants
and agreements of the parties hereto shall survive the Closing Date.



 


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



 


14.
Headings.


 


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


 


[remainder of page intentionally
left blank]


 




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


 


	 	COMPANY:
	 	 
	 	EVE MOBILITY ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name: 	Kash Sheikh
	 	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	SUBSCRIBER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	SUBSCRIBER:
	 	 
	 	MOELIS & COMPANY GROUP LP
	 	 
	 	By:	
	 	 	Name:	                  
	 	 	Title:	 


 


[Signature Page to Unit Subscription Agreement]


 






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SCHEDULE A


 


	Subscriber	 	Number of Units	 	 	Purchase Price	 
	Cantor Fitzgerald & Co.	 	 	100,000	 	 	$	1,000,000	 
	Moelis & Company Group LP	 	 	42,857	 	 	$	428,570	 
	Total	 	 	142,857	 	 	$	1,428,570	 




 


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