Exhibit 10.5


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of December 6, 2021, by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”),
MCF2 Sponsor II Aggregator, LLC, a Delaware limited liability company (the “Purchaser”).


 


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


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”)
at a price of $10.00 per Public Unit, each comprised of one Class A Share of the Company, par value $0.0001 per share (the “Class
A Share(s)”), and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one
Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”); and


 


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


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which, concurrently with the closing of the Company’s initial Business Combination (the “Business Combination
Closing”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private
placement basis, the aggregate number of units (the “Forward Purchase Units”) determined pursuant to Sections
1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A Share (each, a “Forward Purchase Share”) and
one-third of one warrant (each, a “Forward Purchase Warrant”), on the terms and conditions set forth herein
(the Forward Purchase Shares, the Forward Purchase Warrants underlying the Forward Purchase Units and the Class A Shares underlying the
Forward Purchase Warrants, the “Forward Purchase Securities”);


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Warrants in an aggregate amount equal to 102% of the gross proceeds from the IPO will be deposited into a trust
account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement; and


 


WHEREAS, the amounts available to the Company from
the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company
in connection with the Business Combination (the “Available Cash”), together with the proceeds from the sale
of the Forward Purchase Units, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase
price and paying expenses and retaining amounts specified in the definitive agreement for the Business Combination (the “Definitive
Agreement”) to be retained for use by the post-Business Combination company for working capital or other purposes (the “Cash
Requirements”);


 


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


 


1.        Sale
and Purchase.


 


(a)        Forward Purchase
Units.


 


(i) Subject to Sections 1(a)(ii), (iii) and
(iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, in the aggregate,
10,000,000 Forward Purchase Units, or such lesser amount calculated in accordance with Section 1(a)(ii) below, for a purchase price
of $10.00 per Forward Purchase Unit. Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the
public units in the IPO, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant
Agreement”), mutatis mutandis. Each whole Forward Purchase Warrant will entitle the holder thereof to purchase one
Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement and only whole Forward
Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable 30 days after the Business Combination
Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the
Company, as described in the Warrant Agreement.


 






     


     


    

 


(ii) The number of Forward Purchase Units to be
issued and sold by the Company and purchased by the Purchaser hereunder, and the aggregate purchase price to be paid for the Forward Purchase
Units, shall be determined as follows:


 


A. In no event later than twenty (20) Business
Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial
Company Notice”) of the contemplated counterparty to the Definitive Agreement and the Cash Requirements for the consummation
of the Business Combination. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other
information as they may reasonably request so that they may determine the number of Forward Purchase Units to purchase pursuant to this
Agreement and seek the approval of their investment committees with respect thereto.


 


B. Within five (5) Business Days after receipt
of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Purchase Notice”) of
the aggregate number of Forward Purchase Units the Purchaser will acquire pursuant to this Agreement, if any, which aggregate number shall
be no greater than 10,000,000 (the “Final Forward Purchase Amount”), and the aggregate purchase price to be
paid by the Purchaser to acquire the Final Forward Purchase Amount or Forward Purchase Units, which shall be the product of (x) the Final
Forward Purchase Amount multiplied by (y) $10.00 (such product, the “Forward Purchase Price”), which
notice shall constitute the binding obligation of the Purchaser to purchase, and the Company to sell to the Purchaser, the Final Forward
Purchase Amount of Forward Purchase Units, for the Forward Purchase Price, subject to the terms and conditions of this Agreement.


 


(iii) At least eleven (11) Business Days before
the Business Combination Closing, the Company shall provide the Purchaser with notice of:


 


A. the anticipated date of the Business Combination
Closing; and


 


B. instructions for wiring the Forward Purchase
Price.


 


(iv) At least two (2) Business Days before the
Business Combination Closing, the Purchaser shall provide the Company with an allocation notice (the “Allocation Notice”)
of the number of Forward Purchase Units to be purchased, and portion of the Forward Purchase Price to be paid, by the Purchaser, with
the aggregate amount of Forward Purchase Units being the Final Forward Purchase Amount and the aggregate amount to be paid being the Forward
Purchase Price.


 


(v) The closing of the sale of Forward Purchase
Units (the “Forward Closing”) shall be held on the same date and concurrently with the Business Combination
Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to
the Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase Units by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until
the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released
from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue
the Forward Purchase Units to the Purchaser in accordance with the Allocation Notice in book-entry form, free and clear of any liens or
other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser
(or their nominees in accordance with their delivery instructions) in accordance with the Allocation Notice, or to a custodian designated
by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within five (5) Business Days of the date
scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter)
return the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business Day” means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, New York.


 






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(b)        Delivery of
Forward Purchase Units.


 


 


(i) The Company shall register the Purchaser, in
accordance with the Allocation Notice, as the owner of the Forward Purchase Units purchased by the Purchaser hereunder in the register
of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but in no event more than two
(2) Business Days after) the Forward Closing Date.


 


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


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”


 


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


 


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


 


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


 


(a)        Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
(if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.


 


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


 


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


 






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


 


(e)        Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representations to the
Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own accounts, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents
that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities. If the Purchaser was formed
for the specific purpose of acquiring the Forward Purchase Securities, each of its equity owners is an accredited investor as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
or any government or any department or agency thereof.


 


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


 


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


 






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


 


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


 


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


 


(k)        Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of
1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Forward Purchase Units or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Forward Purchase Units, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase Units. The Purchaser’s subscription
and payment for and continued beneficial ownership of the Forward Purchase Units will not violate any applicable securities or other laws
of the Purchaser’s jurisdiction.


 


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


 


(m)        Residence.
The principal place of business of the Purchaser is the office located at the addresses of the Purchaser set forth on the signature page
hereof.


 


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


 


(o)        Adequacy
of Financing. The Purchaser has, or will have, from and after receipt of capital commitments, sufficient funds in an aggregate amount
not less than the purchase price for the Forward Purchase Units indicated in the Purchase Notice, available to it to satisfy their obligations
under this Agreement.


 


(p)        Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated or affiliated with any underwriter of the IPO or, to the Purchaser’s
actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating
in the IPO.


 


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


 






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


 


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


 


(b)        Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:


 


(i) 500,000,000 Class A Shares, none of which are
issued and outstanding;


 


(ii) 50,000,000 Class B ordinary shares of the
Company, par value $0.0001 per share (“Class B Shares”), 7,187,500 of which are issued and outstanding; and
all of the outstanding Class B Shares of the Company have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable laws; and


 


(iii) 5,000,000 preference shares, none of which
are issued and outstanding.


 


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


 


(d)        Valid Issuance
of Forward Purchase Securities.


 


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


 


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


 






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


 


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


 


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


 


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


 


(i)        Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


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


 


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


 


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


 






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4.        Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)        Trust
Account.


 


(i) The Purchaser hereby acknowledges that it is
aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders
upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any
kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public
Shares”) held by it.


 


(ii) The Purchaser hereby agrees that it shall
have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in,
the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event
the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim against the Trust Account
or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have
in respect of any Public Shares held by it.


 


(b)        No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding
with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes
of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other
transactions through non-U.S. broker dealers or foreign regulated brokers.


 


5.        Additional
Agreements of the Company.


 


(a)        No
Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement
will, upon the IPO Closing, constitute material non-public information of the Company.


 


(b)        NYSE
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on the NYSE
(or another national securities exchange).


 


(c)        No
Amendments to the Articles. The amended and restated memorandum and articles of association of the Company will be in substantially
the same form of Exhibit B hereto and will not be amended in any material respect prior to the IPO Closing without the Purchaser’s
prior written consent.


 


6.        Forward
Closing Conditions.


 


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


 


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


 






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(ii) The Purchaser shall have unfunded capital
commitments in an amount sufficient, when taken together with the Purchaser’s other funding obligations, to fund the Forward Purchase
Price;


 


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


 


(iv) The Purchaser shall have received the approval
of their investment committees for the purchase of the Forward Purchase Units;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7.        Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


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


 


(b)        automatically


 


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


 






    9


     


    

 


(ii) if the Business Combination is not consummated
within 24 months from the IPO Closing, or such later date as may be approved by the Company’s shareholders in accordance with the
Articles.


 


In the event of any termination of this Agreement
pursuant to this Section 7, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s funds
paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions provided by the Purchaser
to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part
of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and
all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve either
party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement. Section 4(a) shall survive termination of this Agreement.


 


8.        General
Provisions.


 


(a)        Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or
facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business
Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Motive Capital Corp II, 7
World Trade Center, 250 Greenwich Street, Floor 47, New York, New York 10007, Attn: Kristy Trieste, email: kristy.trieste@motivepartners.com,
with copies to the Company’s counsel at: (i) Gibson, Dunn & Crutcher LLP, 1050 Connecticut Ave NW, Washington, DC 20036, Attn:
Evan D’Amico, email: edamico@gibsondunn.com, fax: (202) 530-4255, and (ii) Gibson, Dunn & Crutcher LLP, 811 Main Street, Suite
3000, Houston, TX 77002, Attn: Gerry Spedale, email: gspedale@gibsondunn.com, fax: (346) 718-6988.


 


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


 


(b)        No
Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who
assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The
Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of
a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees
to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or
broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


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


 


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


 


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


 






    10


     


    

 


(f)        Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and
delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other persons upon
the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent
of the Company shall be required if such assignment or delegation is to an affiliate of the Purchaser; provided, further, that no such
assignment or delegation shall relieve the Purchaser of its obligations hereunder (including its obligation to purchase the Number of
Forward Purchase Shares and the Number of Forward Purchase Warrants hereunder) and the Company shall be entitled to pursue all rights
and remedies against the Purchaser subject to the terms and conditions hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)
        Expenses. Each of the Company and the Purchaser will be responsible for payment of
its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the
consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial
advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of
The Depository Trust Company’s fees associated with the issuance and resale of the Forward Purchase Securities and the
securities issuable upon conversion or exercise of the Forward Purchase Securities.


 






    11


     


    

 


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


 


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


 


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


 


(r)        Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 






    12


     


    

 


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


 


	PURCHASER:	 
	 	 
	MCF SPONSOR II AGGREGATOR, LLC	 
	By: Motive Capital Fund II GP, LP, its manager	 
	By: Motive Partners GP, LLC, its general partner	 
	 	 
	By:	 /s/ Paul Luc R. Heyvaert	 
	Name:	 Paul Luc R. Heyvaert	 
	Title:	Founder, Managing Partner, Chief Executive Officer	 




 


 


	
    Address for Notices:

	 
	7 World Trade Center 
	250 Greenwich Street,
	Floor 47, New York, New York 10007
	Attention: Kristy Trieste
	Email: kristy.trieste@motive partners.com
	 


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


 


Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.


Washington, DC 20036


	Attn:	Evan D’Amico


 


[Signature Page to Forward Purchase Agreement]


 






     


     


    

 


COMPANY:


 


MOTIVE CAPITAL CORP II


 


	By:	/s/ Rob Heyvaert	 
	Name:	Rob Heyvaert	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Forward Purchase Agreement]


 






     


     


    

 


Exhibit A


 


Registration Rights


 


1. Within thirty (30) days after the Business Combination
Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 for a secondary offering (including
any successor registration statement covering the resale of the Registrable Securities, a “Resale Shelf”) of
(x) the Forward Purchase Shares and Forward Purchase Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities
and (y) any other equity security of the Company issued or issuable with respect to the securities referred to in clause (x) by way of
a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization
(collectively, for so long as such securities are held by the Purchaser or its assignees under the Agreement (each, a “Holder”),
the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable
for such a registration, the Company shall register the resale of the Registrable Securities on another appropriate form and undertake
to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective
under the Securities Act promptly thereafter, but in no event later than sixty (60) days after the initial filing of the Resale Shelf,
and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the
date on which such securities are no longer Registrable Securities and (B) the date all of the Registrable Securities covered by the Resale
Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be
in compliance with Rule 144(c)(1) under the Securities Act.


 


2. The Holders may, after the Resale Shelf becomes
effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the
sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to be conducted through a firm commitment underwritten
offering (an “Underwritten Offering”); provided, however, that the Holders of Registrable Securities
may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which
shall be less than $10,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more
than three Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an
Underwritten Offering within the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled
earnings release date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest
of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not
to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this paragraph 2
of this exhibit A (each, a “Secondary Offering”) advise the Company and the Holders that, in their good faith
opinion, marketing factors require a limitation on the number of securities that may be included in such Secondary Offering, the number
of securities to be so included shall be allocated as follows: (i) first, to the Holders that have requested to participate in such Secondary
Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included
in such Secondary Offering by such Holders, and (ii) second, to the holders of any other securities of the Company that have been requested
to be so included.


 


3. Upon receipt of prior written notice by any
Holder that they intend to effect a sale of Registrable Securities held by them as are then registered pursuant to the Resale Shelf, the
Company shall use its reasonable best efforts to cooperate in such sale (whether or not such sale constitutes an Underwritten Offering),
including by amending or supplementing the prospectus related to such Resale Shelf as may be reasonably requested by such Holder for so
long as such Holder holds Registrable Securities.


 


4. In the event the Company is prohibited by
applicable rule, regulation or interpretation by the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) from registering all of the Registrable Securities on the Resale Shelf or the Staff
requires that any Holder be specifically identified as an “underwriter” in order to permit such registration statement
to become effective, and such Holder does not consent in writing to being so named as an underwriter in such registration statement,
the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all Holders to
be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted
by the Staff and such Holder is not required to be named as an “underwriter”; provided, that any Registrable
Securities not registered due to this paragraph 4 shall thereafter as soon as allowed by the SEC guidance be registered to the
extent the prohibition no longer is applicable.


 






    A-1


     


    

 


5. If at any time the Company proposes to file
a registration statement (a “Registration Statement”) on its own behalf, or on behalf of any other Persons who
have registration rights (“Other Holders”), relating to an Underwritten Offering of ordinary shares (a “Company
Offering”), then the Company will provide the Holders with notice in writing (an “Offer Notice”)
at least three (3) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement the Registrable
Securities held by each Holder (the “Piggyback Securities”). Within three (3) Business Days after receiving
the Offer Notice, each Holder may make a written request (a “Piggyback Request”) to the Company to include some
or all of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise
the Company that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included
in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the Other
Holders, if any; and (ii) second, to the Holders and any other holders of similar piggyback rights, based pro rata on the value of the
securities requested to be sold in such Company Offering by each requesting holder.


 


6. In connection with any Underwritten Offering,
the Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested
by Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering) in order to
facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection enter into a
customary underwriting agreement that provides for customary opinions, comfort letters and officer’s certificates and other customary
deliverables.


 


7. The Company shall pay all fees and expenses
incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of
its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “Registration
Expenses” shall mean the out-of-pocket expenses of any Secondary Offering and any Company Offering, including, without limitation,
the following: (i) all registration and filing fees (including fees with respect to filings required to be made with FINRA and any securities
exchange on which the Registrable Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);
(iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and expenses of one (1)
legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities participating in any such Secondary
Offering not to exceed $75,000 per Secondary Offering, but shall not include any incremental selling expenses relating to the sale of
Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and, other
than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any legal counsel representing the Holders; and provided
that the Company shall only be responsible for expenses under clause (vi) with respect to two Secondary Offerings in any consecutive three-hundred
sixty-five (365) day-period.


 


8. The Company may suspend the use of a
prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the
Company’s insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company
and its shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus
under clause (ii) of the preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such
notice to the Holders; provided such period may be extended for an additional thirty (30) days with the consent of Holders
representing a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld; provided
further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve (12)
month period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after they
have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The
Holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice
to such effect (an “End of Suspension Notice”) from the Company to the Holders. The Company shall act in
good faith to permit any suspension period contemplated by this paragraph 8 of this exhibit A to be concluded as promptly as
reasonably practicable.


 






    A-2


     


    

 


9. The Holders agree that, except as required by
applicable law, the Holders shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice
contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension
Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other
than as a result of disclosure by a Holder of Registrable Securities in breach of the terms of this Agreement.


 


10. The Company shall indemnify and hold harmless
the Holders, their respective directors and officers, partners, members, managers, employees, agents, and representatives and each person,
if any, who controls a Holder within the meaning of the Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified
Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities,
joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines,
penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party
or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising
out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf
(or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon
or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall
not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from
an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information
furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the related
prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser.


 


11. The Company’s obligation under paragraph
1 of this Exhibit A is subject to each Holder’s furnishing to the Company in writing such information as the Company reasonably
requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Each Holder shall
indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement
or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment 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 so furnished in writing by such Holder expressly
for inclusion in such Resale Shelf, related prospectus or amendment or supplement thereto, as applicable; provided that the obligation
to indemnify shall be individual, not joint and several, and shall be limited to the net amount of proceeds received by the applicable
Holder from the sale of Registrable Securities pursuant to the Resale Shelf.


 


12. The Company shall cooperate with the Holders,
to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such certificates
to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as each
Holder may request.


 


13. If requested by Holders representing a
majority-in-interest of the Registrable Securities, the Company shall as soon as practicable, subject to any Suspension Notice, (i)
incorporate in a prospectus supplement or post-effective amendment such information as each Holder reasonably requests to be
included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by Holders representing a
majority-in-interest of the Registrable Securities.


 






    A-3


     


    

 


14. As long as Registrable Securities are outstanding,
the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Holders with true and complete copies of all such filings, unless
filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further action as the Holders may reasonably
request, all to the extent required from time to time, to enable the Holders to sell the Forward Purchase Shares and Forward Purchase
Warrants held by the Holders without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions, to the extent such exemption is available to the Holder
at such time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer
as to whether it has complied with such requirements.


 






    A-4


     


    

 


Exhibit B


Form of Amended and Restated
Memorandum and Articles of Association of the Company


See attached.




 






    B-1