Exhibit 10.3


 


FORM OF SUBSCRIPTION AGREEMENT


 


November
30, 2021


 


Atlantic Coastal Acquisition
Corp.


6 St Johns Lane, Floor 5


New York, NY 10013


 


Ladies and Gentlemen:


 


This
Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and
between Atlantic Coastal Acquisition Corp., a Delaware corporation (together with
any successor thereto the “Company”), and the undersigned Investor (the “Investor”), in connection
with the proposed business combination (the “Transaction”) between the Company and Essentium, Inc., a Delaware corporation
(the “Target”) pursuant to that certain Business Combination Agreement, dated
as of November 30, 2021, by and among the Company, Alpha Merger Sub 1, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company (“Merger Sub”), and the Target (as it may be amended from time to time,
the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested
investors to purchase, contingent upon, and substantially concurrently with the closing of the Transaction (the “Transaction
Closing”), shares of common stock of the Company, par value $0.0001 per share (“Common
Shares”), for a purchase price of $10.00 per share (the “Per Share Purchase Price”) in a private placement
to be conducted by the Company (the “Offering”). On or about or following the date of this Subscription Agreement,
the Company is entering into subscription agreements with certain other investors (the “Other Investors,” and together
with the Investor, the “Investors”), pursuant to which the Other Investors and the Investor have agreed or will agree
to purchase Common Shares, on date of the Transaction Closing, at the Per Share Purchase Price (the “Other Subscription Agreements”
and together with the Subscription Agreement, the “Subscription Agreements”). The aggregate purchase price to be paid
by the Investor for the subscribed Shares (as defined below) is referred to herein as the “Subscription Amount.” 


 


In connection therewith, and
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein,
and intending to be legally bound hereby, each of the Investor and the Company acknowledges and agrees as follows:


 


		1.	Subscription. 



 


a.             As of the date written above, the Investor hereby irrevocably subscribes for and agrees to purchase from the Company the number
of Common Shares set forth on the signature page of this Subscription Agreement (the “Investor Committed Shares”, as
may be decreased by any Non-Redeemed Shares (as defined below) pursuant to Section 1(b), collectively, the “Shares”)
on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that the Company reserves the right
to accept or reject the Investor’s subscription for the Investor Committed Shares for any reason or for no reason, in whole or in
part, at any time prior to its acceptance, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement
is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form. The Company or Placement
Agents (defined below) shall notify the Investor in writing at least two (2) business days in advance of the Closing (as defined below)
if the Company elects to reduce the number of Investor Committed Shares to be issued and sold to the Investor hereunder.


 






     


     


    

 


b.             Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) the Investor is not a beneficial or record
owner of the Target’s equity or an affiliate of the Company prior to the Closing (as defined below); (ii) the Investor holds any
Common Shares (including Common Shares acquired prior to the date of this Subscription Agreement), along with any related Redemption Rights
(as defined below) (such Investor Committed Shares, the “Eligible Shares”) as of the fifth calendar day after the effectiveness
of the Company’s registration statement on Form S-4 (the “S-4 Registration Statement”); and (iii) the Investor
(1) does not exercise any right to redeem or convert Common Shares in connection with the redemption conducted by the Company in accordance
with the Company’s organizational documents and final IPO prospectus in conjunction with the Transaction Closing (“Redemption
Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect
to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date (as defined below), and (3) votes such
Eligible Shares in favor of each proposal contained in the Company’s proxy statement seeking shareholder approval of the Transaction
(the “Proxy Statement”), then such Eligible Shares shall be “Non-Redeemed Shares”, and the number
of Investor Committed Shares the Investor is obligated to purchase under this Subscription Agreement may be reduced by the number of Non-Redeemed
Shares. In order to decrease the Investor Committed Shares, the Investor must, at least five (5) business days prior to the date of the
Company’s special shareholders meeting to be held pursuant to the Proxy Statement seeking shareholder approval of the Transaction,
deliver to the Company a certificate in the form attached hereto as Exhibit B, and shall further, upon the Company’s request,
promptly provide such additional documents reasonably requested by the Company relating to the Eligible Shares. “Transfer”
means any (i) sale, offer to sell, contract or agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
with respect to any relevant securities, (ii) 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 relevant securities, or (iii) public announcement of any intention to effect any
transaction specified in clause (i) or (ii).


 


2.             Closing. The closing of the
sale of the Investor Committed Shares contemplated hereby (the “Closing,”
to occur on the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction Closing.
The Closing shall occur on the date of, and immediately prior to the Transaction Closing. The Company shall provide written notice (which
may be via email) to the Investor (the “Closing Notice”), which Closing Notice shall
contain wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party
escrow agent (the “Escrow Agent”), to be identified in the Closing Notice, that the Company reasonably expects the
Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than
three (3) business days from the date of the Closing Notice and the Investor shall deliver, at least two (2) business days prior to the
Scheduled Closing Date, (i) to the Escrow Account, the Subscription Amount by wire transfer of United States dollars in immediately available
funds and (ii) to the Escrow Agent, any information that is reasonably requested by the Company or the Escrow Agent in order for the
Company to issue the Investor Committed Shares to the Investor, including, without limitation, a duly executed Internal Revenue Service
Form W-9 or W-8, as applicable. The wire transfer shall identify the Investor and, unless otherwise agreed by the Company, the funds
shall be wired from an account in the Investor’s name. Upon the Closing, the Company shall provide instructions to the Escrow Agent
to release the funds in the Escrow Account to the Company against delivery to the Investor of the Investor Committed Shares. On the Closing
Date, promptly after the Closing, the Company shall deliver (or cause delivery of) the number of Investor Committed Shares set forth
on the signature page to this Subscription Agreement in book entry form with restrictive legends to the Investor as indicated on the
signature page or to a custodian designated by the Investor, as applicable, as indicated below; provided, however, that
the Company’s obligation to issue the Investor Committed Shares to the Investor is contingent upon the Company having received
the Subscription Amount in full accordance with this Section 2. If this Subscription Agreement is terminated prior to the Closing and
any funds have already been sent by the Investor to the Escrow Account, then, promptly after such
termination, the Company will instruct the Escrow Agent to promptly return the Subscription Amount in full to the Investor to the account
specified in writing by the Investor. For purposes of this Subscription Agreement, (x) “business day” shall mean a day other
than a Saturday, Sunday or legal holiday on which commercial banking institutions in New York, New York are authorized or required by
law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New
York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership,
trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an
individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other
person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by
or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the
ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to
an affiliate of the Company will include the Company’s sponsor, Atlantic Coastal Acquisition Management LLC. 


 






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3.             Closing Conditions.


 


a.             In addition to the conditions to the Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing
is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:


 


(i)            no suspension of the offering or sale of the Shares shall have been initiated or, to the Company’s knowledge, threatened
by the U.S. Securities and Exchange Commission (the “SEC”);


 


(ii)           no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule
or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;
and


 


(iii)          all material conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied (as determined
by the parties to the Transaction Agreement) or waived, other than those conditions under the Transaction Agreement which, by their nature,
are to be satisfied at the Transaction Closing.


 


b.             The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions
that:


 


(i)            all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein),
which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are
qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such
date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties
of the Investor contained in this Subscription Agreement as of the Closing Date; and


 






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(ii)           all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior
to the Closing Date shall have been performed in all material respects.


 


c.             The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions
that:


 


(i)            all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein),
which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are
qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such
date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of
the Company contained in this Subscription Agreement as of the Closing Date;


 


(ii)           all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior
to the Closing Date shall have been performed in all material respects; and


 


(iii)          the Transaction Agreement (as it exists on the date of this Subscription Agreement) shall not have been amended, modified or waived
by the Company in a manner that would reasonably be expected to materially adversely affect the economic benefits that Investor would
reasonably expect to receive under this Subscription Agreement without having received Investor’s prior written consent; provided,
however, that neither of the following shall be deemed to materially adversely affect the economic benefits of Investor: (x) waiver of
the condition to closing set forth in Section 6.3(d) of the Transaction Agreement or (y) the forfeiture by an affiliate of the Company,
and/or subsequent issuance by the Company to an affiliate of the Company, of Class B shares of the Company as prohibited by Section 5.9(b)
of the Transaction Agreement.


 


4.             Further
Assurances. At or prior to the Closing Date, the parties
hereto shall execute and deliver or cause to be executed and delivered such additional documents and take such additional actions as
the parties reasonably may deem to be practical and necessary in order to consummate the Offering as contemplated by this Subscription
Agreement.


 


5.             Company
Representations and Warranties. The Company represents
and warrants to the Investor that:


 


a.             As of the date hereof, the Company is duly formed, validly existing and in good standing under the laws of Delaware, and has the
corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and to enter
into, deliver and perform its obligations under this Subscription Agreement.


 






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b.             As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment
therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational
documents or applicable law.


 


c.             This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company
in accordance with its terms, except as may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting creditors’ rights generally and principles of equity, whether considered at law
or equity.


 


d.             The issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement
and the consummation of the transactions herein will be done in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”)
and will not result in (i)  a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property
or assets of the Company is subject that would have a material adverse effect on the business, financial condition or results of operations
of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”)
or affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription
Agreement; (ii) any violation of the provisions of the organizational documents of the Company; or (iii) any violation of any statute
or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
the Company or any of its properties that would have a Material Adverse Effect or affect the validity of the Shares or the legal authority
of the Company to comply in all material respects with its obligations under this Subscription Agreement.


 


e.             Except for or in respect of any changes (including any restatements of reports or of financial statements contained therein) to
the Company’s historical accounting (i) of the Company’s warrants as equity rather than as liabilities as a result of the
Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued
by the SEC on April 12, 2021, and related guidance by the SEC, (ii) of the Company’s equity as a result of discussions between the
SEC and various audit firms and (iii) in any other respect as a result of accounting positions taken by the SEC with respect to “special
purpose acquisition companies” that are not consistent with recent market practice (collectively, “SEC Accounting Changes”)
and except for any delays in the filing of the periodic reports as they come due, as of their respective dates, all reports (the “SEC
Reports”) required to be filed by the Company with the SEC complied in all material respects with the applicable requirements
of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


f.             The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor
or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions
contemplated by this Subscription Agreement for which the Investor could become liable. Other than Cantor Fitzgerald & Co., Needham
 & Company, LLC and BTIG, LLC (collectively, the “Placement Agents”), the Company is not aware of any person that
has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Common
Shares in the Offering.


 






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


 


h.            Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the
Securities Act is required for the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement. The
Shares (i) were not offered by any form of general solicitation or general advertising, including methods described in Section 502(c)
of Regulation D under the Securities Act, and (ii) are not being offered in a manner involving a public offering under, or in a distribution
in violation of, the Securities Act, or any state securities laws.


 


i.              As of the date hereof, the authorized share capital of the Company consists of (i) 110,000,000 shares of common stock, par value
$0.0001 per share, and (ii) 1,000,000 shares of preferred stock, par value of $0.0001 per share. As of the date of this Agreement, (A)
43,125,000 shares of common stock of the Company are issued and outstanding, (B) 11,500,000 redeemable public warrants to purchase shares
of common stock are issued and outstanding and (C) 6,066,667 private placement warrants to purchase shares of common stock of the Company
are issued and outstanding and (D) no preference shares are issued and outstanding. All issued and outstanding shares of common stock
of the Company are, and, after giving effect to the Domestication (as defined in the Transaction Agreement), will be duly authorized and
validly issued, are fully paid and are non-assessable. None of the outstanding shares of common stock of the Company has been (and, after
giving effect to the Domestication, none of the outstanding Common Shares will be) issued in violation of any applicable securities laws.
Except as set forth above in this Subscription Agreement and pursuant to the Other Subscription Agreements, the Transaction Agreement
and the other agreements and arrangements referred to herein or therein or in the SEC Reports, as of the date hereof, there are no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Company any shares of common stock or other equity interests
in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there
are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound
relating to the voting of any securities of the Company other than as set forth in the SEC Reports and as contemplated by the Transaction
Agreement. As of the date hereof, the Company has no direct or indirect subsidiaries except Merger Sub.


 


j.              As of the date hereof, the Company’s issued and outstanding shares of common stock are registered pursuant to Section 12(b)
of the Exchange Act and are listed for trading on Nasdaq under the symbol “ACAH” (it being understood that the trading symbol
will be changed in connection with the Transaction). Except as disclosed in the Company’s filings with the SEC, as of the date hereof,
there is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by Nasdaq
or the SEC, respectively, to prohibit or terminate the listing of such shares on Nasdaq, or to deregister the Shares under the Exchange
Act. Other than as contemplated by the Transaction, the Company has taken no action that is intended to, or would reasonably be expected
to result in, termination of the registration of such shares under the Exchange Act.


 


k.             The Company has timely prepared and filed all material tax returns required to have been filed by them with all appropriate governmental
agencies and timely paid all material taxes shown thereon or otherwise owed by them. There are no material unpaid assessments against
the Company nor, to the Company’s knowledge, any audits by any federal, state or local taxing authority. All material taxes that
the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental
entity or third party when due. There are no tax liens pending or, to the Company’s knowledge, threatened against the Company or
any of its assets or property. With the exception of agreements or other arrangements that are not primarily related to taxes entered
into in the ordinary course of business, there are no outstanding tax sharing agreements or other such arrangements between the Company
and any other corporation or entity (other than a subsidiary of the Company).


 






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l.              The Company possesses adequate certificates, authorities or permits issued by appropriate Governmental Authorities necessary to
conduct the business now operated by it, except where failure to so possess would not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect. The Company has not received any written notice of proceedings relating to the revocation or modification
of any such certificate, authority or permit that would reasonably be expected to have a Material Adverse Effect, individually or in the
aggregate, on the Company.


 


m.            There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is are
or may reasonably be expected to become a party or to which any property of the Company is or may reasonably be expected to become the
subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


n.             The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and
the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, to the extent corrected by a subsequent
restatement, at the time of such subsequent restatement) and present fairly, in all material respects, the consolidated financial position
of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case
of unaudited financial statements to normal year-end audit adjustments, and such consolidated financial statements have been prepared
in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)
(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes
required by GAAP, and, in the case of quarterly financial statements, except as permitted by Form 10-Q under the 1934 Act). Except as
set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, the Company has not incurred
any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature)
with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably
be expected to have a Material Adverse Effect.


 


o.             No “bad actor” disqualifying event described in Rule 506(d)(1) of the 1933 Act (a “Disqualification Event”)
is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as
to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable.


 


p.             Neither the Company nor to the Company’s knowledge, any of their respective officers, directors, managers, agents, employees,
or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense 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) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated (A) anti-bribery
laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule,
or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010,
or any other law, rule or regulation of similar purposes and scope, or (B) anti-money laundering laws, including, but not limited to,
applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including,
without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering
principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of
which the United States is a member and with which designation the United States representative to the group or organization continues
to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any
orders or licenses issued thereunder. The Company and each of its subsidiaries is in compliance in all material respects with all U.S.
economic sanctions laws, all executive orders and implementing regulations (“Sanctions”) as administered by the U.S. Treasury
Department's Office of Foreign Assets Control and the U.S. State Department. None of the Company or any of its subsidiaries (A) is a Person
on the list of the Specially Designated Nationals and Blocked Persons (the "SDN List"), (B) is a Person who is otherwise the
target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person,
(C) is a Person organized or resident in a country or territory subject to comprehensive Sanctions (a “Sanctioned Country”),
or (D) is owned or controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts,
directly or indirectly, for or on behalf of, any Person on the SDN List or a government of a Sanctioned Country such that the entry into,
or performance under, this Agreement would be prohibited by applicable U.S. law.


 






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q.            The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations thereunder (“Sarbanes-Oxley”). Neither the Company nor, to the Company’s knowledge, any
director, officer or employee of the Company, has received or otherwise obtained any material complaint, allegation, assertion or claim,
whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal
accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or
auditing practices. No attorney representing the Company, whether or not employed by the Company has reported evidence of a material violation
of securities laws, breach of fiduciary duty or similar violation by the Company or any of their respective officers, directors, employees
or agents to the Company’s board of directors or any committee thereof or to any director or officer of the Company pursuant to
Section 307 of Sarbanes-Oxley, and the SEC’s rules and regulations promulgated thereunder. There have been no internal or SEC investigations
regarding accounting or financial reporting discussed with, reviewed by or initiated at the direction of any of the Company’s executive
officers, the Company’s board of directors or any committee thereof.


 


r.              None of the Company, or to the Company's knowledge, any of their respective officers, directors or Affiliates and, to the Company's
knowledge, no one acting on any such Person's behalf has, (A) taken, directly or indirectly, any action designed to cause or to result
in the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares, (B)
sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (C) paid or agreed to pay to any
Person any compensation for soliciting another to purchase any other securities of the Company in connection with the sale of the Shares.


 


6.             Investor
Representations and Warranties. The Investor represents
and warrants to the Company that:


 


a.             The
Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents
the applicable additional matters under clause (i) or (ii) below:


 


(i)            To the extent that the Investor is a U.S. investor, at the time the Investor was offered the Shares, it was, and as of the date
hereof, the Investor is (i) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act),
an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the
questionnaire attached hereto as Exhibit A and (ii) acquiring the Shares only for its own account and (iii) not for the account
of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act. The Investor is not an entity formed for the specific purpose of acquiring the Shares.


 






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(ii)           To the extent that the Investor is not a U.S. investor, the Investor understands that the sale of the Shares is made pursuant to
and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S.
Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received
all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United
States. The Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby
other than representations contained in this Subscription Agreement. The Investor understands and agrees that securities sold pursuant
to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.


 


b.            The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges and
agrees that the Shares may not be offered, resold, transferred, pledged (except in ordinary course prime brokerage relationships to the
extent permitted by applicable law), mortgaged or otherwise disposed of by the Investor absent an effective registration statement under
the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements
of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other
jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares shall contain
a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares, until registered under an effective registration
statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily
offer, resell, transfer, pledge, mortgaged or otherwise dispose of the Shares and may be required to bear the financial risk of an investment
in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will not be immediately eligible
for offer, resale, transfer, pledge, mortgage or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule
144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors
prior to making any offer, resale, transfer, pledge, mortgage or disposition of any of the Shares. The Investor has conducted its own
investigation of the Company, the Target and the Shares and the Investor has made its own assessment and have satisfied itself concerning
the relevant tax and other economic considerations relevant to its investment in the Shares.


 


c.             The Investor acknowledges and agrees that the Investor is purchasing the Shares directly from the Company. The Investor further
acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of the
Company, the Target or any of their respective affiliates or any control persons, shareholders, officers, directors, employees, partners,
agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations,
warranties, covenants and agreements of the Company expressly set forth in this Subscription Agreement.


 


d.             The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986,
as amended, or any applicable similar law.


 






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e.             The Investor acknowledges and agrees that the Investor has (i) received, reviewed and understood
the Disclosure Documents (defined below) made available to the Investor in connection with the Transaction and (ii) conducted and completed
its own independent due diligence with respect to the Transaction. Based on such information as the Investor deems appropriate and necessary
in order to make an investment decision with respect to the Shares, including, without limitation, with respect to the Company, the Transaction
and the business of the Target and its subsidiaries, the Investor has relied solely upon independent investigation made by the Investor
and the representations and warranties of the Company expressly set forth in Section 5 hereof, and not on the Placement Agents, or any
statement or action by the Placement Agents, to decide to enter into the transactions contemplated hereby. Without limiting the generality
of the foregoing, the Investor acknowledges that he, she or it has carefully reviewed the following items (collectively, the “Disclosure
Documents”): (i) the final prospectus of the Company, dated as of March 3, 2021 and filed with the SEC (File No. 333-253003)
on March 5, 2021 (the “Prospectus”), (ii) each of the other SEC Reports, from
the date of the Prospectus through the date of this Agreement, (iii) the Transaction Agreement and (iv) the investor presentation by the
Company and the Target (the “Investor Presentation”), a copy of which will be furnished by the Company to the SEC.
The Investor acknowledges the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply
following the Transaction Closing. Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s),
if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such
Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The
Investor further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to
the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction,
shall in no way affect the Investor’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that,
in purchasing the Shares, the Investor is not relying upon any projections contained in the Investor Presentation. The Investor acknowledges
and agrees that the Company continues to review the SEC Accounting Changes and its implications, including on the financial statements
and other information included in its filings with the SEC, and any restatement, revision or other modification of such filings relating
to or arising from such review, any subsequent related agreements or other guidance from the SEC staff shall be deemed not material for
purposes of this Subscription Agreement. Except for the representations, warranties and agreements of the Company expressly set forth
in this Subscription Agreement, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence
(including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial
and otherwise), management, operations, properties and prospects of the Company and the Target, including but not limited to all business,
legal, regulatory, accounting, credit and tax matters.


 


f.             The Investor hereby acknowledges and agrees that (i) the Placement Agents are acting solely as placement agents and capital markets
advisors, to the Company in connection with the Transaction, and are not acting as underwriters or in any other capacity, and are not
and shall not be construed as fiduciaries or financial advisors for the Investor in connection with subscription for Shares hereunder
or the Transaction, (ii) the Placement Agents have not made and will not make any representation or warranty, express or implied, to the
Investor with regard to this Offering, the Shares, the Company or the Target and have not provided any advice or recommendation to the
Investor in connection with the transactions herein, (iii) the Placement Agents will have no responsibility for the representations, warranties
or agreements made by the Company or the Investor, or between them, hereunder; (iv) neither the Placement Agents, nor any of their respective
representatives or affiliates, have made any independent investigation with respect to the Company, the Shares or the Target or the accuracy,
completeness or adequacy of any information supplied to the Investor by or on behalf of the Company or the Target, and (v) the Placement
Agents shall not bear responsibility or liability to the Investor for any losses or damages the Investor may incur as a result of or in
connection with its purchase of the Shares or any transaction contemplated hereby and, to the fullest extent permitted by law, the Investor
hereby waives any claims or causes of action that the Investor may have, now or in the future, against the Placement Agents in connection
with any matter set forth herein. The Investor understands and acknowledges that, in light of the Placement Agents’ role as capital
markets advisors to the SPAC in addition to other roles as a financial intermediary, the matters described in any Subscription Agreement
and the fees in connection therewith may give rise to potential conflicts of interest or the appearance thereof. The Investor consents
to (and agrees, to the extent applicable and permitted by applicable law, on behalf of its equity holders, to waive any claims the Investor
or its equity holders may have based on any actual or potential conflicts of interest that may arise or result from) the Placement Agents
acting as a financial and equity capital markets advisors to the SPAC in addition to other roles as a financial intermediary, and the
Placement Agents or one or more of their affiliates engaging in, and receiving any compensation in connection with, any of the activities
described in any Subscription Agreement.


 






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g.            The Investor became aware of this Offering of the Shares solely by means of direct contact between the Investor and the Company
or the Placement Agents or a representative of the Company or the Placement Agents, and the Shares were offered to the Investor solely
by direct contact between the Investor and the Company, the Placement Agents or a representative of the Company or the Placement Agents.
The Investor did not become aware of this Offering of the Shares, nor were the Shares offered to the Investor, by any other means. The
Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not
being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities
laws. The Investor has a substantive pre-existing relationship with the Company, the Target or their respective affiliates or the Placement
Agents or their respective affiliates for this Offering of the Shares. The Investor acknowledges that it is not relying upon, and has
not relied upon, any statement, representation or warranty made by any person (including, without limitation, the Company, the Target
or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any
of the foregoing), other than the representations and warranties of the Company contained in Section 5 of this Subscription Agreement,
in making its decision to subscribe in the Offering. Neither the Investor, nor any of its directors, officers, employees, agents, members
or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the Offering.


 


h.            The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including those set forth in the Disclosure Documents and in the SEC Reports. The Investor is (i) an institutional account as defined
in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating
investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or
securities and (iii) has exercised independent judgment in evaluation its participation in the purchase of the Shares. The Investor understands
and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A)
and (ii) the institutional customer exemption under FINRA Rule 2111(b). The Investor has determined based on its own independent review,
and has sought such professional advice as it deems appropriate, that its purchase of the Shares and participation in the Transaction
(i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment
policies, guidelines and other restrictions applicable to the Investor, (iii) have been duly authorized and approved by all necessary
action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any
law, rule, regulation, agreement or other obligation by which the Investor is bound and (v) are a fit, proper and suitable investment
for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. The Investor is able to bear the
substantial risks associated with its purchase of the Shares, including but not limited to loss of its entire investment therein.


 






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i.              The Investor has sought such accounting, legal and tax advice as the Investor considered necessary to make an informed investment
decision regarding its purchase of Shares and participation in the Transaction and the Investor has made its own assessment and has satisfied
itself concerning relevant tax and other economic considerations relative to its purchase of the Shares. The Investor acknowledges that
Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated
by this Subscription Agreement, and that none of the Company, the Target or the Placement Agents have provided any tax advice or any other
representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement.


 


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


 


k.             The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering or
made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Reports.


 


l.              The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction
of formation or incorporation. The Investor has the power and authority to enter into, deliver and perform its obligations under this
Subscription Agreement.


 


m.            The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule, order, subpoena,
judgment, ruling or regulation of any court or other tribunal or the rules of any governmental commission or agency or regulatory or self-regulatory
body, including the SEC or any applicable securities exchange, or any agreement or other undertaking to which the Investor is a party
or by which the Investor is bound, and will not violate any provisions of the Investor’s organizational documents, including, without
limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable.
The signature on this Subscription Agreement is genuine and the signatory has been duly authorized to execute the same and this Subscription
Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.


 


n.             Neither the due diligence investigation conducted by the Investor in connection with making its decision to acquire the Shares
nor any representation and warranty made by the Investor hereunder shall modify, amend or affect the Investor’s right to rely on
the truth, accuracy and completeness of the Company’s representations and warranties hereunder.


 


o.             The Investor is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in
any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled
by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located,
resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof,
of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial
trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part
515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited
Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by
applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject
to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations
(collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies
and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its
investors against the OFAC sanctions programs, including the OFAC List. The Investor represents that to the extent required by applicable
law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase
the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.


 






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p.             No disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares.
The Investor agrees that each Placement Agent and each of their respective members, directors, officers, employees, representatives and
controlling persons have made no independent investigation with respect to the Company, the Target or the Shares or the accuracy, completeness
or adequacy of any information supplied to the Investor by the Company. In connection with the issue and purchase of the Shares, neither
Placement Agent has acted as the Investor’s financial advisor or fiduciary. The Investor acknowledges that neither Placement Agent
assumes any responsibility for independent verification of, or the accuracy or completeness of, any information or projections provided
to the Investor hereunder.


 


q.             Neither the Investor, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors,
affiliates or executive officers (collectively with the Investor, the “Covered Persons”), are subject to any of the
 “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Investor has exercised reasonable care to determine whether
any Covered Person is subject to a Disqualification Event. The acquisition of Shares by the Investor will not subject the Company to any
Disqualification Event.


 


r.              The Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


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


 


t.              The Investor has and, when required to deliver payment to the Escrow Agent pursuant
to Section 2 above, will have, sufficient immediately available funds to pay the Subscription Amount and consummate the purchase and sale
of the Shares pursuant to this Subscription Agreement.


 


u.             The Investor does not have, as of the date hereof, any “put equivalent position” as such term is defined in Rule 16a-1
under the Exchange Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, in the case
of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement.


 






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


 


w.            If the Investor is an employee benefit plan that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee benefit plan that is a governmental plan
(as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section
4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets
are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject
to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, The Investor represents and warrants that
(i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice,
with respect to its decision to acquire and hold the Shares, and none of the Company or any of its respective affiliates shall at any
time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares and
(ii) the acquisition and holding of the Shares.


 


7.             Registration Rights.


 


 


a.             The Company agrees that, within sixty (60) days after the Transaction Closing, it will file with the SEC (at the Company’s
sole cost and expense) a registration statement registering the resale of the Shares (the “Registration
Statement”), and shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof (the “Effectiveness Date”). The Company agrees to use its commercially
reasonable efforts to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant
to this Subscription Agreement, to remain effective until the earliest of (i) the second anniversary of the Closing, (ii) the date on
which the Investor ceases to hold any Shares covered by such Registration Statement, or (iii) on the first date on which the Investor
is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule
144 without limitation as to the manner of sale or the amount of such securities that may be sold. Prior to the Effectiveness Date of
the Registration Statement, the Company will use commercially reasonable efforts to qualify the Shares for listing on the applicable stock
exchange. The Investor agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of
the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s
obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in
the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor,
the securities of the Company held by the Investor and the intended method of disposition of such Shares as shall be reasonably requested
by the Company to effect the registration of such Shares at least five (5) business days in advance of the expected filing date of the
Registration Statement, and the execution of such documents in connection with such registration as the Company may reasonably request
that are customary of a selling stockholder in similar situations. If the SEC prevents the Company from including any or all of the Shares
proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act
for the resale of the Company’s securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register
for resale such number of Company securities which is equal to the maximum number of Company securities as is permitted by the SEC and
(ii) the number of Company securities to be registered for each selling shareholder named in the Registration Statement shall be reduced
pro rata among all such selling shareholders. The Company will provide a draft of the Registration Statement to the Investor for review
prior to filing the Registration Statement. In no event shall the Investor be identified as a statutory underwriter in the Registration
Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in
the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement.


 






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b.             The Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form
S-3 at such time after the Company becomes eligible to use such Form S-3. Further, the Investor acknowledges and agrees that the Company
may delay filing or suspend the use of any such registration statement if it determines that in order for such registration statement
not to contain a material misstatement or omission, an amendment thereto would be needed, if such filing or use could materially affect
a bona fide business or financing transaction of the Company or in the event that filing such registration statement would require premature
disclosure of information that could materially adversely affect the Company or would require premature disclosure of information that
could materially adversely affect the Company (each such circumstance, a “Suspension Event”), provided, that
the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such
securities as soon as practicable thereafter.


 


c.             Upon receipt of any written notice from the Company of the occurrence of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, the Investor agrees that it will (i) immediately
discontinue offers and sales of the Shares under the Registration Statement until the Investor receives (A) (x) copies of a supplemental
or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment
has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of
any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by
the Company, the Investor will deliver to the Company or destroy all copies of the prospectus covering the Shares in the Investor’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply
to (i) the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies
stored electronically on archival servers as a result of automatic data back-up.


 


d.             Indemnification. From and after the Closing,


 


(i)            The Company agrees to indemnify and hold Investor, each person, if any, who controls Investor within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Investor within the meaning of Rule 405 under the Securities
Act, and each broker, placement agent or sales agent to or through which Investor effects or executes the resale of any Shares (collectively,
the “Investor Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including
any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim)
(collectively, “Losses”) incurred by the Investor Indemnified Parties directly that are caused by any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers
the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein)
or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the
case of a prospectus, in the light of the circumstances under which they were made), not misleading, except to the extent insofar as the
same are caused by or contained in any information or affidavit so furnished in writing to the Company by Investor expressly for use therein.
Notwithstanding the forgoing, in no event shall the liability of the Company hereunder be greater in amount than the Subscription Amount
and the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is
effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).


 






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(ii)           The Investor agrees to, severally and not jointly with any other selling shareholders using the applicable registration statement,
indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person,
if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and
each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company Indemnified
Parties”), harmless against any and all Losses incurred by the Company Indemnified Parties directly that are caused by any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which
covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained
therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein
(in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as
the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Investor expressly for use
therein. Notwithstanding the forgoing, in no event shall the liability of the Investor be greater in amount than the dollar amount of
the net proceeds received by the Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to
such indemnification obligation and the Investor’s indemnification obligations shall not apply to amounts paid in settlement of
any Losses if such settlement is effected without the prior written consent of the Investor (which consent shall not be unreasonably withheld,
delayed or conditioned).


 


8.             Investor’s Covenant(i). The
Investor agrees that, from the date of this Subscription Agreement, none of the Investor or any person acting on behalf of the Investor
or pursuant to any understanding with the Investor will engage in any hedging or other transactions or arrangements (including, without
limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or
any other derivative transaction or similar instrument, including without limitation equity repurchase agreements and securities lending
arrangements, however, described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale,
loan, pledge or other disposition or transfer (whether by the Investor or any other person) of any economic consequences of ownership,
in whole or in part, directly or indirectly, physically or synthetically, of any Shares, any securities of the Company or any instrument
exchangeable for or convertible into any securities of the Company prior to the Closing, whether any such transaction or arrangement (or
instrument provided for thereunder) would be settled by delivery of securities of the Company, in cash or otherwise, or to publicly disclose
the intention to undertake any of the foregoing; provided further that the provisions of this Section 8 shall not apply to long sales
(including sales of securities held by the Investor prior to the date of this Subscription Agreement and securities purchased by the Investor
in the open market after the date of this Subscription Agreement) other than those effectuated through derivatives transactions and similar
instruments. Notwithstanding the foregoing, nothing in this Section 8 shall prohibit any entities under common management with the Investor
that have no knowledge (constructive or otherwise) of this Subscription Agreement or of Investor’s participation in the transactions
contemplated hereby from entering into any such transactions; and in the case of an Investor that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no knowledge
of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, this Section 8 shall
only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares
hereunder.


 






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9.             Termination. This Subscription Agreement shall
terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without
any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction
Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate
this Subscription Agreement, or (c) written notice by either party to the other party to terminate this Subscription Agreement if the
transactions contemplated by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in the Transaction
Agreement) (any of (a) through (c), collectively, “Termination Events”); provided that nothing herein will
relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any
remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company or a Placement
Agent shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon
the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect (except that the provisions
of Sections 9 through 13 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely)
and, promptly after any such Termination Event, the Company shall instruct the Escrow Agent to promptly return any monies paid by the
Investor to the Escrow Account in connection herewith to the Investor.


 


10.           Trust Account Waiver. Reference
is made to the final prospectus of the Company, dated as of March 3, 2021 and filed with the SEC (File No. 333-253003) on the Prospectus.
The Investor understands that the Company has established a trust account (the “Trust Account”) containing the proceeds
of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain
private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the
Company’s public shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public
Shareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account
only: (a) to the Public Shareholders in the event they elect to redeem their the Company shares in connection with the consummation of
the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”)
or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if the Company
fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, (c) with respect to any interest earned
on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to
the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into
this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor
hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Investor
nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies
in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom),
regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed
or actual business relationship between the Company or its Representatives, on the one hand, and the Investor or its Representatives,
on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (collectively, the “Released Claims”). The Investor on behalf of itself and its affiliates hereby irrevocably
waives any Released Claims that the Investor or any of its affiliates may have against the Trust Account (including any distributions
therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its
Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever
(including for an alleged breach of this Agreement or any other agreement with the Company or its affiliates). The Investor agrees and
acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its affiliates
to induce the Company to enter into this Agreement, and the Investor further intends and understands such waiver to be valid, binding
and enforceable against the Investor and each of its affiliates under applicable law. To the extent the Investor or any of its affiliates
commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or
its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Investor
hereby acknowledges and agrees that the Investor’s and its affiliates’ sole remedy shall be against funds held outside of
the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalves
or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained
therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against
the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive
relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Investor and its affiliates the associated
legal fees and costs in connection with any such action, in the event the Company or its Representatives, as applicable, prevails in
such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates
to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the
liquidation of the Investor if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription
Agreement, “representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s
respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary
contained in this Subscription Agreement, the provisions of this Section 10 shall survive the Closing or any termination of this Subscription
Agreement and last indefinitely.


 






    17


     


    

 


11.           Miscellaneous.


 


a.             Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Shares acquired hereunder,
if any, subject to applicable securities laws) may be transferred or assigned without the prior written consent of each of the other parties
hereto and any such and any purported transfer or assignment without such consent shall be null and void ab initio.


 


b.            The Company may request from the Investor such additional information as the Company may deem reasonably necessary to evaluate
the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably be requested;
provided that, the Company agrees to keep any such information provided by Investor confidential except (i) as necessary to include in
any registration statement the Company is required to file hereunder, (ii) as required by the federal securities law or pursuant to other
routine proceedings of regulatory authorities or (iii) to the extent such disclosure is required by legal requirement. The Investor acknowledges
and agrees that if it does not provide the Company with such requested information, the Company may without any liability hereunder reject
the Investor’s subscription prior to the Closing Date in the event the Investor fails to provide such additional information requested
by the Company to evaluate the Investor’s eligibility or the Company determines that the Investor is not eligible.


 






    18


     


    

 


c.             The Investor acknowledges that the Company, the Placement Agents, the Target and others will rely on the acknowledgments, understandings,
agreements, representations and warranties of the Investor contained in this Subscription Agreement, including Exhibit A hereto, as if
they were made directly to them. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the acknowledgments,
understandings, agreements, representations and warranties set forth in Section 6 above are no longer accurate. The Investor acknowledges
and agrees that each purchase by the Investor of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings,
agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of such purchase. Except
as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties
hereto, and their respective successor and assigns.


 


d.             The Company, the Placement Agents and the Target, and their respective counsel, are entitled to rely upon this Subscription Agreement
and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered hereby. The Investor shall not issue any press release or make
any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company
(such consent not to be unreasonably withheld or delayed), except as such release or announcement may be required by law or applicable
rules or regulations of any securities exchange or securities market, in which case the Investors shall allow the Company reasonable time
to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, each Investor may identify the
Company and the value of such Investor’s security holdings in the Company in accordance with applicable investment reporting and
disclosure regulations or internal policies without prior notice to or consent from the Company (including, for the avoidance of doubt,
filings pursuant to Sections 13 and 16 of the 1934 Act). The Company shall, within one (1) Business Day of the date on which this Agreement
is executed, file a Current Report on Form 8-K disclosing all material terms of the transactions contemplated by this Agreement and any
other material nonpublic information that the Company may have provided any Investor at any time prior to the filing of such Current Report
on Form 8-K (the “Current Report”). The Company acknowledges and agrees that from and after the filing of the Current Report,
no Investor shall be in possession of any material nonpublic information received from or on behalf of the Company, or any of their respective
officers, directors, employees, representatives or agents. In addition, the Company will make such other filings and notices in the manner
and time required by the SEC or Nasdaq. The Company shall not, and shall cause each of its officers, directors, employees and agents not
to provide any Investor with any such material nonpublic information regarding the Company from and after the filing of the Current Report
without the express prior written consent of such Investor.


 


e.             All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the
Closing.


 


f.              This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 9 above)
except by an instrument in writing, signed by each party against whom enforcement of such amendment, modification, waiver or termination
is sought. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power,
or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.


 


g.             This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other
than any confidentiality agreement entered into by the Company and the Investor in connection with the Offering). This Subscription Agreement
shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and assigns; provided,
that, notwithstanding anything to the contrary contained herein, the Target and the Placement Agents are each intended third party beneficiaries
of the representations, warranties and agreements of the Investor contained in Section 6 hereof, with rights of enforcement only with
respect to the waivers or obligations set forth therein that are specific to the Target or to the Placement Agents, respectively.


 






    19


     


    

 


h.            This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


i.              If any provision of this Subscription Agreement is invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


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


 


k.             The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking
and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.


 


l.              If any change in the number, type or classes of authorized shares of the Company (including the Shares), other than as contemplated
by the Transaction Agreement or any agreement contemplated by the Transaction, shall occur between the date hereof and immediately prior
to the Closing by reason of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or
readjustment of shares, or any stock dividend, the number of Shares issued to the Investor shall be appropriately adjusted to reflect
such change.


 


m.            The Investor shall pay all of its own expenses in connection with this Subscription Agreement and
the transactions contemplated herein.


 


n.             This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles relating to conflict of laws. Each party hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any
appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties
hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that
any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding
in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents
to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by
this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the
applicable address set forth in Section 11(o). Nothing in this Section 11(n) shall affect the right of any party to serve legal process
in any other manner permitted by law. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR ENFORCEMENT HEREOF.


 






    20


     


    

 


o.            Any notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered
personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid,
to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when
so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business
days after the date of mailing to the following address or to such other address or addresses as such party may hereinafter provide to
the other parties in writing.


 


If
to the Company, to:


 


Atlantic
Coastal Acquisition Corp.


6
St Johns Lane, Floor 5


New
York, NY 10013


Attn:
         Shahraab Ahmad


Email:
      shahraab@atlanticcoastalacquisition.com


 


with
copies (which shall not constitute notice) to:


 


Pillsbury
Winthrop Shaw Pittman LLP


31
W. 52nd Street


New
York, NY 10019


Attention:
Stephen Ashley


Email:
        stephen.ashley@pillsburylaw.com


 


and


 


Essentium, Inc.


19025 N Heatherwilde Blvd Suite 100


Pflugerville, TX 78660


Attention: Blake Teipel, Ph.D., Chief Executive Officer


E-mail:      blake.teipel@essentium.com


 


and


 


Latham & Watkins LLP


301 Congress Avenue, Suite 900


Austin, TX 78701


Attention: Jenifer Smith


                    Nick Dhesi


E-mail:     jen.smith@lw.com


  nick.dhesi@lw.com


 






    21


     


    

 


Notice
to the Investor shall be given to the address underneath the Investor’s name on the signature page hereto.


 


p.             The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting
this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context,
any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning
 “include”) means including without limiting the generality of any description preceding or succeeding such term and shall
be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this
Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement.


 


12.           Non-Reliance and Exculpation.
The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any
person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its
investment or decision to invest in the Company. The Investor agrees that neither (i) any other purchaser pursuant to other subscription
agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents,
employees or other Representatives of any such other purchaser) nor (ii) the Placement Agents, their affiliates or any of their or their
affiliates’ respective control persons, officers, directors, employees or other Representatives, shall be liable to the Investor
pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection
with the purchase of the Shares. The Investor acknowledges that neither the Placement Agents, nor their Representatives: (a) shall be
liable to the Investor for any improper payment made in accordance with the information provided by the Company; (b) make any representation
or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation
delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Agreement (together with any related documents,
the “Transaction Documents”); or (c) shall be liable to the Investor (whether in tort, contract or otherwise) (x)
for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain
from doing in connection with this Agreement or any Transaction Document, except for their gross negligence, willful misconduct or bad
faith.


 


13.           Disclosure. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose
the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers
in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the
Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii)
to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations
of any national securities exchange on which the Company’s securities are listed for trading or (iii) to the extent such announcements
or other communications contain only information previously disclosed in a public statement, press release or other communication previously
approved in accordance with this Section 13; provided, however, that the Investor hereby consents to the publication and disclosure in
any press release issued by the Company or Current Report on Form 8-K filed by the Company with the SEC in connection with the execution
and delivery of the Transaction Agreement or this Subscription Agreement and the filing of any related documentation with the SEC (and,
as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents
or communications provided by the Company to any governmental authority or to security holders of the Company) of Investor’s identity
and beneficial ownership of Shares and the nature of Investor’s commitments, arrangements and understandings under and relating
to this Subscription Agreement and, if deemed appropriate by the Company, a copy of this Subscription Agreement or the form hereof. Investor
will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought
in connection with the Transaction (including filings with the SEC).


 




 


[SIGNATURE
PAGES FOLLOW]


 






    22


     


    

 





IN WITNESS WHEREOF, the parties
hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	ATLANTIC COASTAL Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    


     


    

 


 


{INVESTOR SIGNATURE PAGE TO THE SUBSCRIPTION
AGREEMENT}


 


IN WITNESS WHEREOF, the undersigned
has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


 


	Name(s) of Investor:	 



 


	Signature of Authorized Signatory of Investor:	 



 


	Name of Authorized Signatory:	 



 


	Title of Authorized Signatory:	 



 


	Address for Notice to Investor:	 




 


	 	 
	 	 
	 	 






	 	Attention:	 






	 	Email:	 






	 	Facsimile No.:	 






	 	Telephone No.:	 




 


Address for Delivery of Shares to Investor (if not same as address
for notice):


 


		 



		 
	 	 



 


Subscription
Amount:


 


Number
of Investor Committed Shares:


 


Investor
status (mark one):  ̈ U.S. investor  ̈
Non-U.S. investor


 


	EIN Number:	 	 




 






    


     


    

 





Exhibit A


 


Accredited Investor Questionnaire


 


Capitalized terms used and not defined in this
Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.


 


The undersigned represents and warrants that the
undersigned is not a natural person and is an “accredited investor” (an “Accredited Investor”) as such
term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
for one or more of the reasons specified below (please check all boxes that apply):


 


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



 


		_______	(ii)	A
broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);



 


		_______	(iii)	An
investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”)
or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under
the section 203(l) or (m) of the Investment Advisers Act;



 


		_______	(iv)	An insurance company as defined in section 2(13) of the Exchange Act;



 


		_______	(v)	An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of
that Act;



 


		_______	(vi)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;



 


		_______	(vii)	A
Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;



 


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



 


		_______	(ix)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are accredited investors;



 


		_______	(x)	A
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;



 


		_______	(xi)	An
organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability
company, or any other entity not formed for the specific purpose of acquiring the securities, with total assets in excess of $5,000,000;



 






    


     


    

 


		_______	(xii)	A
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities, whose purchase is
directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable
of evaluating the merits and risks of investing in the Company;



 


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



 


		_______	(xiv)	A
 “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements
set forth in (xiii) above and whose prospective investment in the issuer is directed by a person from a family office that is capable
of evaluating the merits and risks of the prospective investment;



 


		_______	(xv)	A
 “qualified institutional buyer” as defined in Rule 144A under the Securities Act;



 


		_______	(xvi)	An
entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess
of $5,000,000; and/or



 


		_______	(xvii)	An
entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.



 


	 	Investor:
	 	 	 
	 	Investor Name:
	 	 	 
	 	 	By:	            
	 	 	Signatory Name:
	 	 	Signatory Title:
	 	 	 
	 	 	Date:




 






    


     


    

 





Exhibit B


 


Investor Certificate – Non-Redeemed
Shares


 


Pursuant
to Section 1(b) of the Subscription Agreement, dated November 30, 2021 (the “Subscription Agreement”), between
Atlantic Coastal Acquisition Corp. and the Investor named below, the undersigned (“Investor”) hereby certifies as follows:


 


	 	(i)	The Investor wishes to decrease the number of Investor Committed Shares which it is obligated to purchase under the Subscription Agreement by ____________ Non-Redeemed Shares.
	 	(ii)	The Investor hereby represents and warrants that the shares listed in clause (i) qualify as Non-Redeemed Shares. In connection therewith, the Investor agrees and acknowledges that in order to qualify as Non-Redeemed Shares, (a) such shares (along with any related Redemption Rights) must have been held by the Investor as of fifth calendar day after the effectiveness of the S-4 Registration Statement, (b) the Investor shall not exercise any Redemption Rights with respect to such shares (and shall revoke any prior redemption or conversion election made with respect to such shares), (c) the Investor may not Transfer such shares prior to the Closing Date, and (d) such shares must be voted in favor of each proposal contained in the Proxy Statement. The Investor further agrees and acknowledges that it shall not take any action in breach of any of the foregoing clauses (b) – (d).
	 	 	 


  


Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Subscription Agreement.


 


 


Date: ___________________, 2022


	 	 	[                 ]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: