Exhibit 10.1


 





EXECUTION COPY




 


AMENDED AND RESTATED SUBSCRIPTION AGREEMENT


 


May 18, 2022


 


Global SPAC Partners Co.


2093 Philadelphia Pike #1968


Claymont, DE 19703


Attn: Jay Chandan, Chairman


 


Gorilla Technology Group Inc.


7F-1, No.302, Ruey Kuang Road, Neihu, Taipei, Taiwan, R.O.C.


Attn: Dr. Spincer Koh, CEO


 


Ladies and Gentlemen:


 


Reference is hereby made to
that certain Subscription Agreement, dated as of February 10, 2022 (the “Original Subscription Agreement”), by and
among between Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, the “Company”),
Gorilla Technology Group Inc., a Cayman Islands exempted company (together with its successors, “Target”), and the
undersigned subscriber (“Subscriber”), pursuant to which in connection with the proposed business combination (the
“Transaction”) between the Company and the Target in accordance with that certain Business Combination Agreement, dated
as of December 21, 2021 (the “Original BCA”, and as it is being amended and restated on or about the date hereof by
the Amended BCA (as defined below), and as it may be further amended, the “BCA”), by and among, the Company, Target
and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of Target (“Merger Sub”),
the Subscriber agreed to purchase from the Company a certain number of subunits of the Company (any such subunits offered in the Offering,
“PIPE Subunits”), with each PIPE Subunit identical to the subunits (the “Public Subunits” and, together
with the PIPE Subunits, the “Subunits”) included as part of the public units sold in the Company’s initial public
offering (the “IPO”) as described in the final prospectus of the Company, dated as of April 8, 2021, and filed with
the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2021 (File No. 333-249465) (the “IPO
Prospectus”), and consisting of (i) one Class A ordinary share, par value $0.0001 per share, of the Company (a “Company
Ordinary Share”) and (ii) one-quarter (1⁄4) of one redeemable public warrant to purchase one Company Ordinary Share (each
such whole warrant, a “Company Public Warrant”), for a purchase price of $10.10 per Subunit (the “Purchase
Price”), as part of a private placement conducted by the Company (the “Offering”) with Subscriber and with
other purchasers (“Other Subscribers”) under other subscription agreements entered into in connection with the Offering
(“Other Subscription Agreements”). Pursuant to the Original BCA, among other matters, (x) prior to the consummation
of the transactions contemplated thereby (the “Transaction Closing”), Target will effect a recapitalization (the “Recapitalization”),
where it will (A) first convert all of its outstanding preferred shares into ordinary shares of Target (“Target Ordinary Shares”),
(B) then conduct a share recapitalization of the Target Ordinary Shares so that the total number of outstanding Target Ordinary Shares
on a fully-diluted basis (treating outstanding options to purchase Target Ordinary Shares (“Target Options”) on a net-exercise
basis) will be equal to 65,000,000 shares, and (C) equitably adjust the number of shares and exercise price to be purchased under outstanding
Target Options based on such share recapitalization (which Target Options, for the avoidance of doubt, are deducted from the total 65,000,000
shares on a net-exercise basis, as described in the foregoing clause (B)); and (y) upon the Transaction Closing, Merger Sub will merge
with and into the Company, with the Company continuing as the surviving entity (the “Merger”), and as a result of which,
each of the issued and outstanding securities of the Company immediately prior to the consummation of the Merger shall no longer be outstanding
and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive a substantially identical security
of Target (after breaking each Company unit and subunit into their respective component parts, and with each outstanding Company Ordinary
Share and Class B ordinary share, par value $0.0001 per share, of the Company (a “Company Class B Share”) becoming
one Target Ordinary Share and each outstanding Company Public Warrant becoming one redeemable warrant to purchase one Target Ordinary
Share (a “Target Public Warrant”)) subject to the terms and conditions of the Original BCA.


 






     


     


    

 


On or about the date hereof, the
Company, Target and Merger Sub amended and restated the Original BCA by entering into an Amended and Restated Business Combination Agreement
(the “Amended BCA”), by and among, the Company, Target, Merger Sub, Global SPAC Sponsors LLC, a Delaware limited liability
company, in the capacity thereunder as the representative (the “SPAC Representative”) of the shareholders of the SPAC
prior to the Transaction Closing and the other shareholders of the Company (other than the Target Shareholders), and Tomoyuki Nii in
the capacity thereunder as representative (the “Target Representative”) of the pre-Transaction Closing shareholders
of Target (the “Target Shareholders”), which included certain amendments to the Original BCA to, among other matters,
(i) place in escrow in a segregated escrow account (the “Earnout Escrow Account”) fourteen million (14,000,000) of
the Target Ordinary Shares to be issued to the Target Shareholders in the Recapitalization (subject to equitable adjustment for share
splits, share dividends, combinations, recapitalizations and the like after the Transaction Closing, including to account for any equity
securities into which such shares are exchanged or converted, and together with any dividends or distributions or other income paid or
otherwise accruing to such securities during the time such securities are held in the Earnout Escrow Account, “Earnout Shares”),
and make such Earnout Shares contingent and only vest and be earned by the Target Shareholders if certain share price maintenance and
financial performance and reporting metrics are achieved by the Target after the Transaction Closing, with such Earnout Shares forfeited
if such metrics are not achieved, (ii) provide that holders of outstanding Company Ordinary Shares that are not redeemed or converted
in the Closing Redemption, including PIPE Subunits purchased under this Subscription Agreement or Other Subscription Agreements (but
not Company Class B Shares or Company securities purchased in the IPO Private Placement), receive for each Company Ordinary Share held
one (1) Class A contingent value right (as referred to and defined in the BCA as a Class A CVR, a “Class A CVR”) entitling
them to receive (as a new reissuance by Target of equivalent Target Ordinary Shares or other securities or property forfeited as part
of applicable Earnout Shares) (A) a pro rata portion, among holders of Class A CVRs, of the Earnout Shares that are forfeited by Target
Shareholders under the BCA for failure to meet any the Target Ordinary Share price maintenance requirements (as referred to and defined
in the BCA as Price Protection Shares, “Price Protection Shares”), and (B) a pro rata portion, among holders of all
CVRs, of the Earnout Shares that are forfeited by Target Shareholders under the BCA for failure to meet any the financial performance
and reporting metric performance requirements (as referred to and defined in the BCA as Revenue Protection Shares, “Revenue
Protection Shares”), (iii) provide that Subscriber and Other Subscribers receive for each PIPE Subunit purchased under this
Subscription Agreement and Other Subscription Agreements, respectively, one-half (1⁄2) of one Class B contingent value right (as
referred to and defined in the BCA as a Class B CVR, a “Class B CVR”, and each of one whole Class B CVR and Class
A CVR, a “CVR”)) entitling them to receive (as a new reissuance by Target of equivalent Target Ordinary Shares or
other securities or property forfeited as part of applicable Earnout Shares) a pro rata portion, among holders of all CVRs, of the Revenue
Protection Shares (but not the Price Protection Shares), (iv) restrict the CVRs from being listed for trading or quotation on Nasdaq,
NYSE or any other major stock exchange without the consent of the SPAC Representative and the holders of a majority of the outstanding
Class B CVRs (with the Class B CVRs to additionally be subject to the transfer restrictions set forth in this Subscription Agreement
and the Other Subscription Agreements), (v) add into the BCA and related ancillary agreements both (A) the SPAC Representative as party
thereto to represent the interests of the shareholders of the SPAC prior to the Transaction Closing and the other shareholders of the
Company (other than the Target Shareholders) and (B) the Target Representative as party thereto to represent the interests of the Target
Shareholders, in each case, with respect to certain matters under the BCA and related ancillary agreements after the Transaction Closing,
including the determinations, enforcement and administration with respect to the Earnout Shares and related rights of the CVRs, and (vi)
extend the Outside Date (as defined in the BCA) of the BCA from April 13, 2022 to July 13, 2022 (subject to further extension in accordance
with the terms thereof). For illustrative purposes only, attached as Schedule 1 hereto is a term sheet summary of the key terms
relating to the Earnout Shares and the CVRs.


 






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In connection therewith, Subscriber,
the Company and Target are amending and restating the Original Subscription Agreement pursuant to this Amended and Restated Subscription
Agreement (this “Subscription Agreement”), and Subscriber, the Company and Target now agree as follows:


 


1. Subscription.


 


(a) Subscriber
hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such
number of PIPE Subunits as is set forth on the signature page of this Subscription Agreement (the “Subscribed Subunits”)
at the Purchase Price per PIPE Subunit and on the terms provided for herein.


 


(b) Notwithstanding
anything to the contrary contained in this Subscription Agreement, if after the date of the Original Subscription Agreement, Subscriber
has acquired or hereafter acquires ownership of Public Subunits in the open market or in privately negotiated transactions with third
parties (along with any related rights to redeem or convert such Public Subunits in connection with any redemption conducted by the Company
in accordance with the Company’s organizational documents and the IPO Prospectus in conjunction with the Transaction Closing (the
“Closing Redemption”) or in conjunction with an amendment of the Company’s organizational documents to extend
its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing
Redemption or any Extension Redemption, a “Redemption”)) at least prior to the Company’s meeting of shareholders
to approve the Transaction (the “Transaction Meeting”) and Subscriber does not redeem or convert such Public Subunits
in connection with any Redemption (including revoking any prior redemption or conversion elections made with respect to such Public Subunits)
(such Public Subunits, “Non-Redeemed Subunits”), the number of Subscribed Subunits for which Subscriber is obligated
and has the right to purchase under this Subscription Agreement shall be reduced by the number of Non-Redeemed Subunits; provided, that
promptly upon the Company’s request, Subscriber will provide the Company with documentary evidence reasonably requested by the Company
to evidence such Non-Redeemed Subunits.


 


(c) The
parties agree that for each (i) Subscribed Subunit purchased by Subscriber and (ii) Non-Redeemed Subunit owned and not redeemed by Subscriber
through the Transaction Closing in accordance with Section 1(b) above, at the Transaction Closing, Target will issue to Subscriber
one-half (1⁄2) of one Class B CVR (with the aggregate number of Class B CVRs issued under this Subscription Agreement rounded down
to the nearest whole Class B CVR) (the Class B CVRs to be issued to Subscriber under this Subscription Agreement, along with the Subscribed
Subunits, collectively the “Subscribed Securities”). As to be set forth in the Contingent Value Rights Agreement (as
defined in the BCA), each Class A CVR and Class B CVR will automatically terminate and be cancelled upon the final disbursement of all
Escrow Shares from the Earnout Escrow Account for either distribution to the Target Shareholders or to Target for cancellation and, if
any Escrow Shares are disbursed to Target for cancellation, after reissuance and redelivery of equivalent securities and properties to
the CVR Rights Agent and the CVR Rights Agent’s distribution of the same to holders of CVRs, in each case, in accordance with the
BCA, the Escrow Agreement and the Contingent Value Rights Agreement.


 






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(d) Notwithstanding
anything to the contrary set forth in this Subscription Agreement, Subscriber may, at its sole election by providing written notice thereof
(the “Subscription Reduction Notice”) to the Company before the final definitive proxy statement for the Transaction
Meeting is mailed by the Company to its shareholders (the “Subscription Reduction Notice Deadline”), with Subscriber
having had no less than five (5) days’ advance notice of such intended mailing date and with the Closing being no sooner than fourteen
(14) days after such mailing date, reduce its obligations to purchase PIPE Subunits under this Subscription Agreement by such number of
PIPE Subunits as set forth in the Subscription Reduction Notice (with such revised number of subscribed PIPE Subunits becoming the “Subscribed
Subunits” for purposes of this Subscription Agreement) (the “Subscription Reduction”); provided, that in the
event that the number of Subscribed Subunits under this Subscription Agreement after giving effect to the Subscription Reduction and the
total number of subscribed PIPE Subunits by Other Subscribers under Other Subscription Agreements, after giving effect to any similar
rights of Other Subscribers under Other Subscription Agreements to reduce their subscription obligations thereunder (an “Other
Subscriber Subscription Reduction”), would in the aggregate be less than sixty percent (60%) of the aggregate of the total number
of Subscribed Subunits set forth on the signature page to this Subscription Agreement and the total number of subscribed PIPE Subunits
set forth on the signature pages to the Other Subscription Agreements (the “Total PIPE Subunits”), then the total number
of PIPE Subunits subscribed under this Subscription Agreement and under Other Subscription Agreements (where the Other Subscriber has
elected an Other Subscribed Subscription Reduction) which is subject to reduction as a result of the Subscription Reduction or Other Subscriber
Subscription Reduction, as applicable, shall be reduced pro rata (based on the number of PIPE Subunits requested for reduction by each
of Subscriber under this Subscription Agreement and the Other Subscribers under the Other Subscription Agreements) so that the total number
of subscribed PIPE Subunits under this Subscription Agreement and all Other Subscription Agreements is no less than sixty percent (60%)
of the Total PIPE Subunits. Notwithstanding the foregoing, Subscriber may revoke the Subscription Reduction Notice (and the related Subscription
Reduction) by providing written notice thereof to the Company at any time prior to the Closing, subject to the Company’s prior written
consent to such revocation.


 


2. Closing;
Delivery of Subscribed Subunits.


 


(a) The
closing of the sale of Subscribed Subunits contemplated hereby (the “Closing”, and the date on which the Closing actually
occurs, 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.


 


(b) The
Company shall provide written notice (which may be via email) to Subscriber (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 after the date of the Closing Notice, which Closing Notice shall contain the Company’s
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. The failure of the Closing to occur on the Scheduled
Closing Date shall not terminate this Subscription Agreement or otherwise relieve either party of any of its obligations hereunder. At
least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the Escrow Account the aggregate Purchase
Price for the Subscribed Subunits (the “Aggregate Purchase Price”) by wire transfer of U.S. dollars in immediately
available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by the Company, the funds shall be wired from
an account in Subscriber’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 Subscriber of the Subscribed Subunits, free and clear of any liens or other restrictions
whatsoever (other than those arising under state or federal securities laws or those incurred by Subscriber), in book-entry form as set
forth in Section 2(c) below. If this Subscription Agreement is terminated prior to the Closing and any funds have already been
sent by Subscriber to the Escrow Account, or the Closing Date does not occur within three (3) business days after the Scheduled Closing
Date specified in the Closing Notice, the Company shall or shall cause the Escrow Agent to promptly (but not later than five (5) business
days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Subscribed
Subunits by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure
of the Closing Date to occur within such three (3) business day period and the return of the relevant funds shall not relieve Subscriber
from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith).


 






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(c) Promptly
after the Closing, the Company shall deliver (or cause the delivery of) the Subscribed Subunits to Subscriber (or its permitted assignee)
in book-entry form with restrictive legends for the number of Subscribed Subunits as set forth on the signature page (subject to a Subscription
Reduction) to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below,
and Target shall do the same after the Transaction Closing with respect to the Class B CVRs to be issued by Target hereunder; provided,
that, at the Transaction Closing, as contemplated by and in accordance with the terms set forth in the BCA, each Subscribed Subunit shall
automatically be split into its component parts of one Company Ordinary Share and one-quarter (1⁄4) of a Company Public Warrant,
and then (x) such Company Ordinary Shares will be cancelled and convert into the right to receive one (1) Target Ordinary Share and one
(1) Class A CVR for each whole Company Ordinary Share owned by Subscriber as of the Transaction Closing, and (y) such Company Public Warrants
will be cancelled and convert into the right to receive one (1) Target Public Warrant for each whole Company Public Warrant owned by Subscriber
as of the Transaction Closing, and any reference in this Subscription Agreement to the Subscribed Subunits from and after the Transaction
Closing shall include the Target Ordinary Shares, Class A CVRs and Target Public Warrants issued in exchange therefor in the Transaction
Closing (after the detachment of the Subunits).


 


3. Closing
Conditions. In addition to the condition set forth in Section 2(a) above:


 


(a) The
Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:


 


(i) no
suspension of the qualification of the Subscribed Subunits for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred and be continuing (other than in contemplation of the Target Ordinary
Shares, Class A CVRs and Target Public Warrants to be issued in exchange therefor at the Closing);


 


(ii) no
governmental authority of competent jurisdiction with respect to the sale of the Subscribed Subunits shall have enacted, rendered, 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 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 set forth in the BCA shall have been satisfied (as determined in good faith by
the parties to the BCA) or waived by the parties thereto in accordance with the requirements of the BCA (other than those conditions which,
by their nature, are to be satisfied at the Transaction Closing).


 






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(b) The
obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional
conditions that, on the Closing Date:





(i) all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and
correct 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, which representations
and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation
by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the
Closing Date; and


 


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


 


(c) The
obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional
conditions that, on the Closing Date:


 


(i) all
representations and warranties of the Company and Target 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 below),
which representations and warranties shall be true and correct 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 and correct in all
respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company and Target of each of the
representations, warranties and agreements of the Company and Target, as applicable, contained in this Subscription Agreement as of the
Closing Date;


 


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


 


(iii) the
Target Ordinary Shares and the Target Public Warrants issued in exchange for the Subscribed Subunits in the Transaction Closing have been
approved for listing on the Nasdaq Capital Market (“Nasdaq”) (or, at the election of the Company, the New York Stock
Exchange (“NYSE”)), subject to official notice of issuance (for the avoidance of doubt, there is no requirement that
any CVRs be so listed); and


 


(iv) the
Company or Target shall have delivered a First Amendment to Lock-Up Agreement in substantially the form attached as Exhibit B hereto
(each, a “Lock-Up Amendment”) for each Target shareholder that executed and delivered a Lock-Up Agreement with the
Target in connection with the BCA (a “Locked-Up Shareholder”) (or alternatively with other Target shareholders that
own in the aggregate with the Locked-Up Shareholders delivering such Lock-Up Amendments at least the same ownership percentage of Target
as the Locked-Up Shareholders), with such Lock-Up Amendment duly executed by such Target shareholder(s) and Target.


 


4. Company
Representations and Warranties. Each of the Company and Target represents and warrants to Subscriber that:


 


(a) Each
of the Company and Target is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to
enter into, deliver and perform its obligations under this Subscription Agreement.


 






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(b) The
Subscribed Securities have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance
with the terms of this Subscription Agreement, the Subscribed Securities 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 (or, with respect
to the Class B CVRs, Target’s) organizational documents or under the laws of the Cayman Islands.


 


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


 


(d) Assuming
the accuracy of Subscriber’s representations and warranties in Section 5, the execution, delivery and performance of this
Subscription Agreement and the consummation by the Company and Target of the transactions that are the subject of this Subscription Agreement
(including the issuance and sale of the Subscribed Securities) in compliance herewith will be done in accordance with the rules of Nasdaq
(or NYSE, as applicable) and none of the foregoing will 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, license, lease or
any 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, which would have a material adverse effect on the business,
properties, financial condition, shareholders’ equity or results of operations of the Company or Target (a “Material Adverse
Effect”) or materially affect the validity of the Subscribed Securities or the legal authority or ability of the Company or
Target to perform in all material respects its obligations under the terms of this Subscription Agreement; (ii) any violation of the provisions
of the organizational documents of the Company or Target; 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, Target or any of their respective
properties that would have a Material Adverse Effect or materially affect the validity of the Subscribed Securities or the legal authority
or ability of the Company and Target to perform in all material respects it obligations under the terms of this Subscription Agreement,
subject, in the case of the foregoing clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated.


 


(e) Except
for or in respect of any changes (including any revisions to or restatements of SEC Reports (as defined below) or financial statements
contained therein) to (i) the Company’s historical accounting 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) the Company’s accounting or classification of
the Company’s outstanding redeemable capital stock as temporary, as opposed to permanent, equity that may be required as a result
of related statements by the SEC staff or recommendations or requirements of the Company’s auditors, or (iii) the Company’s
historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting
matters (the foregoing clauses (i) through (iii), collectively, the “SEC SPAC Accounting Changes”), and except for
any delays in the filing of the Company’s periodic reports as they come due (which, as of the date hereof, have all since been filed
with the SEC), as of their respective dates, all reports (the “SEC Reports”) filed or 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Reports, when filed as of the time of the execution of this Subscription Agreement
and at the time of the Transaction Closing, contained or will contain any untrue statement of a material fact or omitted or will omit
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. The parties acknowledge and agree that any restatement, revision or other modification of
the Company’s financial statements or the SEC Reports as a result of any SEC SPAC Accounting Changes shall be deemed not material
for purposes of this Subscription Agreement. Except for any SEC SPAC Accounting Changes, the financial statements of the Company included
in the SEC Reports 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 and fairly present in all material respects the financial position of the Company as
of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited
statements, to normal, year-end audit adjustments and the absence of complete footnotes.


 






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(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 Subscriber could become liable (it being understood that Subscriber will effectively bear its pro
rata share of any such expense indirectly as a result of its investment in the Company). Other than compensation paid or payable to I-Bankers
Securities Inc. (“IBS”) and PartnerCap Securities, LLC (“PCS”), as placement agents (collectively
the “Placement Agents”), the Company is not aware of any person that has been or will be paid (directly) remuneration
for solicitation of purchasers in connection with the sale of any PIPE Subunits in the Offering.


 


(g) Assuming
the accuracy of the representations and warranties of the Subscriber in Section 5, neither the Company nor Target is required to
obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance of
the Subscribed Securities pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable
state securities laws, (iii) the filings required in accordance with the terms of this Subscription Agreement, (iv) those required by
the Nasdaq (or NYSE, as applicable), and (v) those filings as to which the failure to obtain would not be reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


(h) Each
of the Company and Target is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected
to have a Material Adverse Effect. Neither the Company nor Target has received any written communication from a governmental authority
that alleges that the Company or Target, respectively, is not in compliance with or is in default or violation of any applicable law,
except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


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


 


(j) Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 5, in connection with the offer, sale and
delivery of the Subscribed Securities in the manner contemplated by this Subscription Agreement, it is not necessary to register the Subscribed
Securities under the Securities Act. The Subscribed Securities (i) were not offered to Subscriber 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.


 






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(k) Except
for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect, there is no (i) suit, action,
proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company or Target, threatened
in writing against the Company or Target or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator
outstanding against the Company or Target.


 


(l) The
Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.


 


5. Subscriber
Representations, Warranties and Covenants. Subscriber represents and warrants to the Company that:


 


(a) Subscriber
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) Applicable
to U.S. investors: At the time Subscriber was offered the Subscribed Securities, it was, and as of the date hereof, Subscriber is (i)
a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor”
(within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit
A hereto, and (ii) is acquiring the Subscribed Securities 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. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Securities.


 


(ii) Applicable
to non-U.S. investors: Subscriber understands that the sale of the Subscribed Securities is made pursuant to and in reliance upon Regulation
S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation
S), it is acquiring the Subscribed Securities 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 Subscribed Securities hereunder outside of the U.S. Subscriber
is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations
contained in this Subscription Agreement. Subscriber understands and agrees that Subscribed Securities sold pursuant to Regulation S may
be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.


 


(b) Subscriber
understands that the Subscribed Securities are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Subscribed Securities delivered at the Closing will not have been registered under the Securities Act.
Subscriber understands that the Subscribed Securities may not be resold, transferred, pledged (except in ordinary course prime brokerage
relationships to the extent permitted by applicable law) or otherwise disposed of by Subscriber absent an effective registration statement
under the Securities Act except (i) to the Company (or after the Transaction Closing, Target) or a subsidiary thereof, (ii) to non-U.S.
persons pursuant to offers and sales that occur outside the U.S. within the meaning of Regulation S under the Securities Act or (iii)
pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii)
in accordance with any applicable securities laws of the states and other jurisdictions of the U.S., and that any certificates (if any)
or any book-entry securities representing the Subscribed Securities delivered at the Closing shall contain a legend or restrictive notation
to such effect. Subscriber acknowledges that the Subscribed Securities will not immediately be eligible for resale pursuant to Rule 144
promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Securities, until registered under an effective
registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be
able to readily resell the Subscribed Securities and may be required to bear the financial risk of an investment in the Subscribed Securities
for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer,
resale, pledge or transfer of any of the Subscribed Securities. Subscriber further understands and acknowledges that the Class B CVRs
to be issued by Target under this Subscription Agreement are subject to additional restrictions on transfer by Subscriber as set forth
in Section 11 below.


 






    9


     


    

 


(c) Subscriber
understands and agrees that Subscriber is purchasing Subscribed Subunits directly from the Company. Subscriber further acknowledges that
there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, the Target or any of their
respective officers or directors, expressly (other than those representations, warranties, covenants and agreements included in this Subscription
Agreement) or by implication. Except for the representations, warranties and agreements of the Company and Target expressly set forth
in this Subscription Agreement, Subscriber 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 Subscribed Securities and the business, condition
(financial and otherwise), management, operations, properties and prospects of the Company and Target, including all business, legal,
regulatory, accounting, credit and tax matters.


 


(d) Subscriber’s
acquisition and holding of the Subscribed Securities will not constitute or result in a non-exempt prohibited transaction under Section
406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


(e) Subscriber
acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision
with respect to the Subscribed Securities. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received
and carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the IPO Prospectus, (ii)
each filing made by the Company or Target with the SEC following the filing of the IPO Prospectus through the date of this Subscription
Agreement, (iii) the BCA, a copy of which has been filed by the Company with the SEC, and (iv) the investor presentation by the Company
and Target (the “Investor Presentation”), a copy of which has been furnished by the Company to the SEC. The undersigned
understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following
the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have
had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber
and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the
Subscribed Securities. Subscriber has conducted its own investigation of the Company, Target and the Subscribed Securities and Subscriber
has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment
in the Subscribed Securities. Subscriber 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 Subscriber’s obligation to purchase the Subscribed Securities hereunder,
except as otherwise provided herein, and that, in purchasing the Subscribed Securities, Subscriber is not relying upon any projections
contained in the Investor Presentation.


 






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(f) Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subunits, including those
set forth in the Disclosure Documents and in the SEC Reports. Subscriber 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 has exercised independent judgment in evaluation its participation in the
purchase of the Subscribed Securities. Subscriber has determined based on its own independent review, and has sought such professional
advice as it deems appropriate, that its purchase of the Subscribed Securities (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 Subscriber,
(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 Subscriber is
bound and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in
or holding the Subscribed Securities. Subscriber is able to bear the substantial risks associated with its purchase of the Subscribed
Securities, including the loss of its entire investment therein.


 


(g) Subscriber
became aware of this Offering of the PIPE Subunits (and Class B CVRs) solely by means of direct contact between Subscriber and the Company,
the Placement Agents or a representative of the Company or the Placement Agents, and the Subscribed Securities were offered to Subscriber
solely by direct contact between Subscriber and the Company, the Placement Agents or a representative of the Company or the Placement
Agents. Subscriber acknowledges that the Company represents and warrants that the PIPE Subunits (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. Subscriber has a substantive pre-existing relationship with the Company,
Target or their respective affiliates or the Placement Agents for this Offering of the PIPE Subunits and Class B CVRs. Neither Subscriber,
nor any of its directors, officers, employees, agents, shareholders 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) In
making its decision to purchase the Subscribed Securities, Subscriber has relied solely upon independent investigation made by Subscriber
and the representations and warranties of the Company and Target set forth herein. Without limiting the generality of the foregoing, Subscriber
has not relied on any statements or other information provided by the Placement Agents concerning the Company, Target or the Subscribed
Securities or the offer and sale of the Subscribed Securities. Subscriber acknowledges and agrees that Subscriber had access to, and an
adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision
with respect to the Subscribed Securities.


 


(i) Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the Subscribed Securities
or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Filings.


 


(j) If
an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation.


 


(k) The
execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any federal or state law, statute, rule or regulation
applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency,
or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual,
will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement is genuine,
and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual
the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms.


 






    11


     


    

 


(l) Neither
the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Subscribed Securities nor
any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth,
accuracy and completeness of the Company’s and the Target’s representations and warranties contained herein.


 


(m) Subscriber
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 U.S. and administered
by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, or
a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank or (iv) 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 U.S. Subscriber agrees to provide law enforcement agencies, if requested thereby,
such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed
to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably
designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains
policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Securities
were legally derived.


 


(n) Neither
Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or
executive officers (collectively with Subscriber, 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). Subscriber has exercised reasonable care to determine whether any Covered Person is subject
to a Disqualification Event. The acquisition of the Subscribed Securities by Subscriber will not subject the Company to any Disqualification
Event.


 


(o) No
disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Subscribed Securities.
Subscriber agrees that the Placement Agents 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 Subscribed Securities or the
accuracy, completeness or adequacy of any information supplied to Subscriber by the Company. In connection with the issue and purchase
of the Subscribed Securities, the Placement Agents have not acted as Subscriber’s financial advisor or fiduciary.


 


(p) Subscriber
acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the
Company.


 






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(q) Subscriber
has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription
Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.


 


(r) If
Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement
that is subject to Section 4975 of the Code, or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is
not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
of ERISA or Section 4975 of the Code, Subscriber represents and warrants that (i) 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 Subscribed
Securities, 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 Subscribed Securities and (ii) the acquisition and holding of
the Subscribed Securities.


 


(s) Subscriber
hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or pursuant to any
understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or
engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act,
in each case that result in Subscriber having a net short cash position in respect of the Subunits until the Closing (or such earlier
termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing contained herein shall prohibit
Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber
or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) any sale
(including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled affiliates or any
person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement
or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled
affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing, (1) nothing
herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or
of Subscriber’s participation in the Offering or the Transaction (including Subscriber’s controlled affiliates and/or affiliates)
from entering into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (2) in the case of
a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s
assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions
of such Subscriber’s assets, 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 Subunits covered by this Subscription Agreement.


 


(t) Subscriber
understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company.


 






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6. Registration
Rights.


 


(a) Target
agrees that, within thirty (30) calendar days after the Closing, Target will file with the SEC (at Target’s sole cost and expense)
a registration statement (the “Registration Statement”) registering the resale of Target Ordinary Shares, Class A CVRs
and Target Public Warrants issued at the Transaction Closing in exchange for the Subscribed Subunits (the “Registrable Securities”;
provided, that for the avoidance of doubt, the “Registrable Securities” hereunder will not include the Class B CVRs), and
Target shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after
the filing thereof. Target agrees that it will use its commercially reasonable efforts to cause such Registration Statement or another
registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two years
from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by
such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144
promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such
equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3
of the Exchange Act, of the Registrable Securities to Target (or its successor) upon request to assist Target in making the determination
described above. Target’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber
furnishing in writing to Target such information regarding Subscriber, the Registrable Securities of Target held by Subscriber and the
intended method of disposition of the Registrable Securities as shall be reasonably requested by Target to effect the registration of
the Registrable Securities, and shall execute such documents in connection with such registration as Target may reasonably request that
are customary of a selling stockholder in similar situations. If the SEC prevents Target from including any or all of the Registrable
Securities 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 Target’s Registrable Securities by the applicable stockholders or otherwise, (i) such Registration Statement
shall register for resale such number of Target registrable securities which is equal to the maximum number of Target registrable securities
as is permitted by the SEC and (ii) the number of Target registrable securities to be registered for each selling stockholder named in
the Registration Statement shall be reduced pro rata among all such selling stockholders. Target will provide a draft of the Registration
Statement to Subscriber for review reasonably in advance of filing the Registration Statement. In no event shall Subscriber be identified
as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber
be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration
Statement. “Registrable Securities” shall include the Registrable Securities acquired pursuant to this Subscription
Agreement and any other equity security of the of Target issued or issuable with respect to the Registrable Securities by way of share
split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise, but not, for the avoidance
of doubt, any other equity security of the Target owned or acquired by Subscriber. For as long as Subscriber holds the Registrable Securities
issued pursuant to this Subscription Agreement, Target will (A) make and keep public information available, as those terms are understood
and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as
long as Target remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case,
to enable Subscriber to resell the Registrable Securities pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available
to Subscriber), as applicable.


 


(b) Target
shall, at its sole expense, advise Subscriber within five (5) business days: (i) when a Registration Statement or any amendment thereto
has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after
it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Target of any notification
with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the
occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date,
the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which
they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as Target
is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Target shall use
its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement
or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 






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(c) Target
may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement to
not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect
a bona fide business or financing transaction of Target or would require premature disclosure of information that could materially adversely
affect Target (each such circumstance, a “Suspension Event”); provided, that Target (i) may not delay or suspend the
Registration Statement on more than two (2) occasions or for more than seventy-five (75) consecutive calendar days, or more than one hundred
twenty (120) total calendar days, in each case during any twelve (12) month period, and (ii) shall use commercially reasonable efforts
to make such registration statement available for the sale by Subscriber of such Registrable Securities as soon as practicable thereafter.
Upon receipt of any written notice from Target of the happening of any Suspension Event during the period that the Registration Statement
is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately
discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber 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 Target that it may resume such offers and sales, and (ii) maintain the confidentiality
of any information included in such written notice delivered by Target unless otherwise required by applicable law. If so directed by
Target, Subscriber will deliver to Target or destroy all copies of the prospectus covering the Registrable Securities in Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities
shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal,
regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy
or (ii) copies stored electronically on archival servers as a result of automatic data back-up.


 


(d) From
and after the Closing, Target agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule
405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale
of any Registrable Securities (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses,
claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber 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 Registrable Securities (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 Target by Subscriber expressly for use therein. Notwithstanding the forgoing, Target’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 Target (which consent shall not be unreasonably withheld, delayed or conditioned).


 






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(e) From
and after the Closing, Subscriber agrees to, severally and not jointly with any other selling stockholders using the applicable registration
statement, indemnify and hold Target, and the officers, employees, directors, partners, members, attorneys and agents of Target, each
person, if any, who controls Target within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and
each affiliate of Target within the meaning of Rule 405 under the Securities Act (collectively, the “Target Indemnified Parties”),
harmless against any and all Losses incurred by Target 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 Registrable
Securities (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 Target by Subscriber expressly for use therein.
Notwithstanding the forgoing, Subscriber’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 Subscriber (which consent shall not be unreasonably withheld, delayed
or conditioned).


 


7. 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)
the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the BCA
is terminated in accordance with its terms; 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, and
including any extension made in compliance with the terms of, the BCA); provided that (i) 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 such breach, and (ii) the provisions of Sections 8 through
10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company
shall notify Subscriber of the termination of the BCA promptly after the termination of such agreement. Upon the termination of this Subscription
Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder
shall be promptly returned to Subscriber.


 






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8. Trust
Account Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that the Company
has established a trust account (the “Trust Account”) containing the proceeds of its IPO and the overallotment securities
acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (the “IPO Private Placement”)
(including interest accrued from time to time thereon) for the benefit of the Company’s public shareholders (including overallotment
securities acquired by the Company’s underwriters, the “Public Shareholders”), and that, except as otherwise
described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event
they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as
such term is used in the IPO 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
12 months after the closing of the IPO and is subject to extension by an amendment to the Company’s organizational documents, (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 Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary
in this Subscription Agreement, neither Subscriber 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 Subscription Agreement 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”). Subscriber on behalf of itself and its
affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including
any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom)
for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its
affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically
relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and Subscriber further intends
and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To
the extent Subscriber 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, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy
shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person
claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions
therefrom) or any amounts contained therein. In the event Subscriber 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 Subscriber
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 8 shall not affect any rights
of Subscriber 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 Company 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 8 shall survive
the Closing or any termination of this Subscription Agreement and last indefinitely.


 






    17


     


    

 


9. Miscellaneous.


 


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


 


(b) The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Securities, and Subscriber shall provide such information to the Company promptly upon such request,
it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to
the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s
eligibility or the Company determines that Subscriber is not eligible. On or prior to the Closing Date, the Company, Target and Subscriber
shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical
and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.


 


(c) Subscriber
acknowledges that the Company, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations
and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber
agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth
herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied
as of the Closing. Subscriber agrees that the purchase by Subscriber of Subscribed Subunits from the Company will constitute a reaffirmation
of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber
as of the time of such purchase. Subscriber acknowledges and agrees that each of the Placement Agents is a third-party beneficiary of
the representations, warranties and covenants of Subscriber contained in Section 5 of this Subscription Agreement, entitled to
enforce the terms hereof against Subscriber as if it were an original party hereto. 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, Target and each Placement Agent is entitled to rely upon this Subscription Agreement and their respective representations and
warranties contained herein 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. Subscriber 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).


 


(e) All
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 except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought. No failure or delay in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof
or other exercise of any right, power or privilege hereunder.


 


(g) This
Subscription Agreement (but excluding Schedule 1 hereto, which for the avoidance of doubt, is not incorporated herein and shall
not have any legal effect) 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 Subscriber in connection with the Offering), including the Original Subscription Agreement, which is hereby
expressly superseded by this Subscription Agreement.


 






    18


     


    

 


(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 shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect. 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 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 and to enforce specifically the terms and provisions
of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract,
in tort or otherwise.


 


(l) Subscriber
hereby consents to the publication and disclosure in any press release issued by the Company or Form 8-K filed by the Company with the
SEC in connection with the execution and delivery of 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 Subscriber’s
identity and beneficial ownership of the Subscribed Securities and the nature of Subscriber’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. Subscriber 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 or the Closing (including filings with the SEC).


 


(m) This
Subscription Agreement and all actions arising out of or in connection with 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 that would result in
the applicable of the laws of any other jurisdiction. 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 9(n).
Nothing in this Section 9(m) 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
or the Transactions contemplated hereby.


 






    19


     


    

 


(n) All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after
being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed,
if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses
(or at such other address for a party as shall be specified by like notice):


 


	
    If to the Company, to:

     

    Global SPAC Partners Co.

    2093 Philadelphia Pike #1968

    Claymont, DE 19703

    Attn: Jay Chandan

    Telephone No.: +44 7799 117254

    Email: jay@globalspac.com
	
    with a copy (which shall not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas

    New York, NY 10105

    Attn: Stuart Neuhauser, Esq.

             Matthew A. Gray, Esq.

    Email: sneuhauser@egsllp.com

                mgray@egsllp.com

    Telephone No.: (212) 370-1300

    Facsimile No.: (212) 370-7889

	 	 
	
    If to Target, to:

     

    Gorilla Technology Group Inc.

    7F-1, No.302, Ruey Kuang Road, Neihu, 

Taipei, Taiwan, R.O.C.

    Attn: Dr. Spincer Koh, CEO

    Facsimile No.: +886-2-2627-7698

    Telephone No.: +886-2-2627-7996

    Email: spkoh@gorilla-technology.com
	
    (a) with
    a copy (which shall not constitute notice) to:

     

    K&L Gates LLP

    30/F, 95 Dun Hua S. Road, Sec. 2

    Taipei 106, Taiwan

    Attn: James Chen and Billy M.C. Chen

    Facsimile No.: +886.2.2326.5188

    Telephone No.: +886.2.2325.5838Email: james.chen@klgates.com

    billy.chen@klgates.com

     

    and

     

    K&L Gates LLP

    599 Lexington Avenue

    New York, New York 10022

    Attn: Robert S. Matlin and Jonathan M. Barron

    Facsimile No.: +1-212-536-3901

    Telephone No.: +1-212-536-3900

    Email: robert.matlin@klgates.com

    jonathan.barron@klgates.com

     

    (b) and,
    if after the Closing, with additional copies (which shall not constitute notice) to:

     

    Global SPAC Sponsors LLC

    2093 Philadelphia Pike #1968

    Claymont, DE 19703

    Attn: Bryant Edwards, Managing Member

Telephone No.: (650) 560-4753

Email: bryant@spacpartners.com

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas

    New York, NY 10105

    Attn: Stuart Neuhauser, Esq.

    Matthew A. Gray, Esq.

    Email: sneuhauser@egsllp.com

    mgray@egsllp.com

    Telephone No.: (212) 370-1300

    Facsimile No.: (212) 370-7889

     

    and


 


Tomoyuki Nii

Izumi Garden Tower 19F

1-6-1 Roppongi, Minato-ku

Tokyo 106-6019, Japan

Attn: Tomoyuki Nii

Facsimile No.: +81 (3) 3589-7958

Telephone No.: +81 (3) 6229-0100

Email: tnii@sbigroup.co.jp



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


 






    20


     


    

 


(o) 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. As used in this Subscription Agreement, the term: (x) “business
day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New
York are authorized to close for business (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 prior to the closing of a Business Combination will include the Company’s sponsor Global SPAC Sponsors LLC.


 


(p) At
Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably
deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.


 


(q) The
parties hereto agree that the Placement Agents are express third-party beneficiaries of their express rights in this Subscription Agreement,
including Sections 4, 5, 9(c)-(d), 9(f) and 10 of this Subscription Agreement, and that the SPAC Representative
and Target Representative will have the direct rights to enforce the terms of Section 11 of this Subscription Agreement after the
Closing as express third-party beneficiaries of this Subscription Agreement.


 






    21


     


    

 


10. Non-Reliance
and Exculpation. Subscriber 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 and Target contained in this Subscription
Agreement in making its investment or decision to invest in the Company and Target. Subscriber acknowledges and agrees that neither any
Placement Agent nor any affiliate of any Placement Agent has provided Subscriber with any information or advice with respect to the Subscribed
Securities nor is such information or advice necessary or desired. In connection with the issuance of the Subscribed Securities, Subscriber
acknowledges and agrees that neither any Placement Agent nor any of their affiliates has acted as a financial advisor or fiduciary to
Subscriber. Subscriber agrees that neither (i) any Other Subscriber pursuant to Other Subscription Agreements (including the controlling
persons, members, officers, directors, partners, agents, employees or other Representatives of any such Other Subscriber) nor (ii) the
Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons, officers, directors
or employees or other Representatives, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore
or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Securities. Subscriber acknowledges
that neither the Placement Agents, nor their respective Representatives: (a) shall be liable to Subscriber for any improper payment made
in accordance with the information provided by the Company or Target; (b) makes any representation or warranty, or has any responsibilities
as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the
Company or the Target pursuant to this Subscription Agreement or the BCA (together with any related documents, the “Transaction
Documents”); or (c) shall be liable to Subscriber (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 Subscription Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing
in connection with this Subscription Agreement or any Transaction Document, except for their gross negligence, willful misconduct or bad
faith.


 


11. Transfer
Restrictions on Class B CVRs. Subscriber hereby agrees that without the prior written consent of the Target, the Target Representative
and the SPAC Representative, Subscriber will not at any time (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect
to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the
SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any of the Class B CVRs received by Subscriber
under or in connection with this Subscription Agreement (the “Restricted Class B CVRs”), (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Class
B CVRs, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly
announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be
settled by delivery of Restricted Class B CVRs or other securities, in cash or otherwise (any of the foregoing described in clauses (i),
(ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the
Restricted Class B CVRs owned by Subscriber (I) to any Permitted Transferee (as defined below), (II) to the Target for cancellation in
accordance with the requirements of the Contingent Value Rights Agreement upon such time as when the Class B CVRs have no further rights
to receive any Target Ordinary Shares or other securities or properties in respect of forfeited Escrow Shares under the terms of the BCA
and the Contingent Value Rights Agreement, or (III) required by virtue of the laws of the Cayman Islands; provided, however, that in the
case of any transfer under clause (I), it shall be a condition to such transfer that the transferee executes and delivers to the Company
an agreement stating that the transferee is receiving and holding the Restricted Class B CVRs subject to the provisions of this Section
11 applicable to Subscriber, and there shall be no further transfer of such Restricted Class B CVRs except in accordance with this
Subscription Agreement. As used in this Subscription Agreement, the term “Permitted Transferee” shall mean: (A) if
Subscriber is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Subscriber
upon the liquidation and dissolution of Subscriber or, (B) to any affiliate of Subscriber. Subscriber further agrees to execute such agreements
as may be reasonably requested by the Company or Target that are consistent with the foregoing or that are necessary to give further effect
thereto. For the avoidance of doubt, the term “Restricted Class B CVRs” hereunder will not include any securities or property
received by Subscriber from the Target under the BCA and the Contingent Value Rights Agreement with respect to Class B CVRs held by Subscriber.
If any Prohibited Transfer is made or attempted contrary to the provisions of this Subscription Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Target shall refuse to recognize any such purported transferee of the Restricted Class B CVRs as
a holder thereof for any purpose. Subscriber acknowledges that any certificate or book-entry listing evidencing the Restricted Class B
CVRs may be stamped or otherwise imprinted with a customary restrictive legend noting the restrictions on transfer set forth in this Section
11, in addition to any other applicable legends.


 


{SIGNATURE PAGES FOLLOW}


 




    22


     


    

 


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


 


	 	Global SPAC Partners Co.
	 	 
	 	By:	    
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 
	 	Gorilla Technology Group Inc.
	 	 
	 	By:	      
	 	 	Name: 	     
	 	 	Title: 	 



 


{Signature Page to Amended and Restated Subscription
Agreement}


 




     


     


    

 


{SUBSCRIBER SIGNATURE PAGE TO

THE AMENDED AND RESTATED SUBSCRIPTION AGREEMENT}


 


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


 


Name(s) of Subscriber: ______________________________________________________________________________ 


 


Signature of Authorized Signatory of
Subscriber: ________________________________________________________ 


 


Name of Authorized Signatory: ______________________________________________________________________


 


Title of Authorized Signatory: _______________________________________________________________________ 


 


Address for Notice to Subscriber:


 


________________________________________________________________________________________


 


________________________________________________________________________________________


 


________________________________________________________________________________________


 


Attention: ________________________________________________________________________________ 


 


Email: ___________________________________________________________________________________ 


 


Facsimile No.: _____________________________________________________________________________ 


 


Telephone No.: ____________________________________________________________________________


 


Address for Delivery of Subscribed Securities to Subscriber (if not
same as address for notice):


________________________________________________________________________________________


 


________________________________________________________________________________________


 


________________________________________________________________________________________


 


Subscription Amount: $ __________________________


 


Number of Subscribed Subunits: ____________________________


 


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


 


EIN Number: _____________________________________________ 


 




     


     


    

 


Exhibit A

to Amended and Restated Subscription Agreement


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 an “accredited investor” as such term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”)
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 natural person whose net worth, either individually or jointly with such person’s spouse
                                                                                       or spousal equivalent, at the time of Subscriber’s purchase, exceeds $1,000,000;



 


The term “net worth” means
the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market
value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent,
joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included
in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a
relationship generally equivalent to a spouse.


 


	☐	(ii)	A natural person who had an individual income in
excess of $200,000, or joint income with Subscriber’s spouse or spousal equivalent in excess of $300,000, in each of the two most
recent years and reasonably expects to reach the same income level in the current year;



 


In determining individual “income,”
Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income)
any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed
for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.


 


	☐	(iii)	A director or executive officer of the Company;



 


	☐	(iv)	A natural person holding in good standing with one
or more professional certifications or designations or other credentials from an accredited educational institution that the U.S. Securities
Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;



 


The SEC has designated the General
Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment
Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.


 


	☐	(v)	A natural person who is a “knowledgeable employee”
as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the issuer
of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of the Investment Company
Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act;



 






    A-1


     


    

 


	☐	(vi)	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;



 


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



 


	☐	(viii)	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;



 


	☐	(ix)	An insurance company as defined in Section 2(13) of the Exchange
Act;



 


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



 


	☐	(xi)	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;



 


	☐	(xii)	A Rural Business Investment Company as defined in Section
384A of the Consolidated Farm and Rural Development Act;



 


	☐	(xiii)	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;



 


	☐	(xiv)	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;



 


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



 


	☐	(xvi)	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; and/or



 


	☐	(xvii)	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.



 


	☐	(xviii)	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;



 






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	☐	(xix)	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 (xviii) 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;



 


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



 


	☐	(xxi)	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



 


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



 


	☐	(xxiii)	Subscriber does not qualify under any of the investor categories
set forth in (i) through (xxi) above.



 


		2.1	Type of Subscriber. Indicate the form of entity of Subscriber:



 


	 	 ̈	Individual	 	 ̈	Limited Partnership
	 	 ̈	Corporation	 	 ̈	General Partnership
	 	 ̈	Revocable Trust	 	 ̈	Limited Liability Company
	 	 ̈	Other Type of Trust (indicate type):	 	________________________________
	 	 ̈	Other (indicate form of organization):	 	________________________________






 


		2.2.1	If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed: _____________________.



 


		2.2.2	If Subscriber is not an individual, initial the line below which correctly describes the
application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific
purpose of acquiring the Securities and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will
share in the investment in proportion to his or her ownership interest in Subscriber.



 


______________ True


 


______________ False


 


If the “False” line is initialed,
each person participating in the entity will be required to fill out a Subscription Agreement.


 


	 	Subscriber:	 
	 	 	 
	 	Subscriber Name:	 



 


	 	 	 
	 	By:	 
	 	Signatory Name: 	 
	 	Signatory Title:	 
	 	Date:	 



 




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Exhibit B

to Amended and Restated Subscription Agreement

Form of Lock-Up Amendment


 


See attachment.