Exhibit 10.3


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on July 2, 2020, by and between Graf Industrial Corp., a Delaware
corporation (the “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into a definitive agreement with Velodyne Lidar, Inc.,
a Delaware corporation (“VL”), and the other parties thereto, providing for the combination of the Company and
VL (the “Transaction Agreement” and the transactions contemplated by the Transaction Agreement, the “Transaction”);


 


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


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription
Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain
other investors (the “Other Subscribers” and together with the Subscriber, the “Subscribers”),
which are on substantially the same terms as the terms of this Subscription Agreement, pursuant to which such investors have agreed
to purchase on the closing date of the Transaction (the “Closing Date”), inclusive of the Subscribed Shares,
an aggregate amount of up to 15,000,000 shares of Common Stock, at the Per Share Price (the “Other Subscribed Shares”
and together with the Subscribed Shares, the “Collective Subscribed Shares”).


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.                  
Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby
agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase
Price, the Subscribed Shares (such subscription and issuance, the “Subscription”)


 


2.                  
Closing.


 


a.                  
The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date
immediately prior to the consummation of the Transaction.


 


b.                  
At least ten (10) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber
(the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery
of the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall
deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the
Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, on or prior to 8:00 a.m. (Eastern time) (or as soon as
practicable after the Company or its transfer agent delivers evidence of the issuance to Subscriber of the Subscribed Shares on
and as of the Closing Date) on the Closing Date the Purchase Price in cash via wire transfer to the account specified in the Closing
Notice against (and concurrently with) delivery by the Company to Subscriber of (i) the Subscribed Shares in book entry form, free
and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities
laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by
Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber
of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within
one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no
event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so
delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber.
For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday
or a day on which the Federal Reserve Bank of New York is closed.


 






     


     


    

 


c.                  
The Closing shall be subject to the satisfaction or valid waiver (to the extent a valid waiver is capable of being issued)
by the Company, on the one hand, or the Subscriber, on the other, of the conditions that, on the Closing Date:


 


(i)                
no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation
or threatening of any proceedings for any of such purposes, shall have occurred;


 


(ii)              
all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval
of the Company’s stockholders, shall have been satisfied or waived, and the closing of the Transaction shall be scheduled
to occur concurrently with or immediately following the Closing; and


 


(iii)            
no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby (except in the case of a governmental authority located outside the United States where such judgment, order, law, rule
or regulation would not be reasonably expected to have a Company Material Adverse Effect (as defined below)); and no such governmental
authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition (except
in the case of a governmental authority located outside the United States where such restraint or prohibition would not be reasonably
expected to have a Company Material Adverse Effect).


 


d.                  
The obligation of the Company to consummate the Closing shall be 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 or Subscriber Material Adverse
Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date; and


 






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(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 the Closing.


 


e.                  
The obligation of Subscriber to consummate the Closing shall be 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 contained in this Subscription Agreement shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse
Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date;


 


(ii)              
the Company 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 the Closing;


 


(iii)            
there shall have been no amendment, waiver or modification to the Transaction Agreement that materially and adversely affects
the Company;


 


(iv)             
the Company shall not have entered into any Other Subscription Agreement with a lower purchase price per share of Common
Stock or other terms (economic or otherwise) substantially more favorable to such other subscriber or investor than as set forth
in this Subscription Agreement; and


 


(v)               
at least $50,000,000 shall remain in the Trust Account (as defined below) on the Closing Date after any redemptions by the
Company’s public stockholders in connection with the closing of the Transaction and before any other payments or distributions
from the Trust Account.


 


f.                   
Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service
Form W-9 or appropriate Form W-8.


 


3.                  
Company Representations and Warranties. The Company represents and warrants to Subscriber that:


 


a.                  
The Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
(ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being
conducted and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified
to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction
of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification,
except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to
have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together
as a whole (on a consolidated basis), that, individually or in the aggregate, has a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated basis).


 






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b.                  
The Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not
have been issued in violation of any preemptive rights created under the Company’s organizational documents or the laws of
its jurisdiction of incorporation.


 


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


 


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


 


e.                  
Assuming the accuracy of the representations and warranties of the Subscriber, the Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority, self-regulatory organization (including the New York Stock Exchange or other person
in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance
of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration
Statement pursuant to Section 5 below, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the
United States Securities and Exchange Commission (“Commission”) under Regulation D of the Securities Act of
1933, as amended (the “Securities Act”), if applicable, (iv) those required by the New York Stock Exchange,
including with respect to obtaining shareholder approval, (v) those required to consummate the Transaction as provided under the
Transaction Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable,
and (vii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect or have a material
adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale
of the Subscribed Shares.


 






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f.                   
As of their respective dates, all reports required to be filed by the Company with the Commission (the “SEC Reports”)
complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, and the
rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. 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 Commission 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 then ended,
subject, in the case of unaudited statements, to normal, year-end audit adjustments. The description of the business and financial
information of VL set forth in the presentation dated June 2020 (the “Investor Presentation”) made available to the
undersigned prior to the execution of this Subscription Agreement, and as amended through the Closing Date, shall be consistent
in all material respects with the description of the business and financial information of VL described or included in the proxy
statement of the Company filed in connection with the approval of the Transaction by the stockholders of the Company.


 


g.                  
As of the date hereof and as of immediately prior to the Closing, the authorized share capital of the Company consists of
400,000,000 shares of Common stock and 1,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”).
As of the Closing Date (and immediately after the consummation of the Transaction), the authorized share capital of the Company
will consist of [ ] shares of Common Stock and [ ] Preferred Shares. As of the date hereof and as of immediately prior to the Closing:
(i) 11,455,237 shares of Common Stock (excluding Founder Shares), 6,094,128 Founder Shares and no Preferred Shares were
issued and outstanding; (ii) 24,376,512 warrants, each exercisable to purchase 3⁄4 (three-fourths) of a share of Common Stock
at $11.50 per full share and 14,150,605 private placement warrants, each exercisable to purchase 3⁄4 (three-fourths) of a
share of Common Stock at $11.50 per full share (together “Warrants”), were issued and outstanding; and (iii)
no Common Stock was subject to issuance upon exercise of outstanding options. As of the date hereof, the Company had no outstanding
long-term indebtedness (other than fees payable under the business combination marketing agreement entered into in connection with
its initial public offering) and will not have any long-term indebtedness immediately prior to the Closing. Upon the Closing, an
aggregate of 2,300,000 Founder Shares and zero private placement warrants will remain outstanding, with the balance to be forfeited
by the Sponsor for no consideration, other than 275,000 Founder Shares which will be placed in escrow. The Founder shares held
in escrow will only be released in the event the post-trading price of the Company’s Common Stock closes at or above $15.00
for 20 of 30 days within six (6) months from the date hereof.  If the share price does not close at or above $15.00
per share for 20 of 30 trading days within six (6) months from the signing of the definitive Transaction Agreement, the 275,000
Founder Shares in escrow will be forfeited by the Sponsor for no consideration. No Warrants are exercisable on or prior to the
Closing. All (i) issued and outstanding Common Stock has been duly authorized and validly issued, is fully paid and non-assessable
and is not subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid
and are not subject to preemptive rights. As of the date hereof, except as set forth above and pursuant to (i) the Other Subscription
Agreements, or (ii) the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase
or acquire from the Company any Common Stock or other equity interests in the Company (collectively, “Equity Interests”)
or securities convertible into or exchangeable or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries
and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated
or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company
is a party or by which it is bound relating to the voting of any Equity Interests, other than (A) the letter agreements entered
into by the Company in connection with the Company’s initial public offering on October 18, 2018 pursuant to which the Company’s
sponsor and the Company’s executive officers and independent directors agreed to vote in favor of any proposed Business Combination
(as defined therein), which includes the Transaction, and (B) as contemplated by the Transaction Agreement. There are no securities
or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered
by the issuance of (i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement.


 






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The expected
capitalization of VL after giving effect to the Transaction is as follows (assumes no further redemptions by the Company’s
public stockholders, and assumes 275,000 Founder Shares subject to an earnout to be held in escrow are forfeited):


 


 





 


h.                  
Except for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect or
have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the
issuance and sale of the Subscribed Shares, as of the date hereof, there is no (i) suit, action, proceeding or arbitration before
a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company
or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company.


 


i.                   
The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and are listed for trading on the New York Stock Exchange under the
symbol “GRAF.” There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened
against the Company by the New York Stock Exchange or the Commission with respect to any intention by such entity to deregister
the shares of Common Stock or prohibit or terminate the listing of the shares of Common Stock on the New York Stock Exchange. The
Company has taken no action that is designed to terminate the registration of the shares of Common Stock under the Exchange Act.


 






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j.                   
Upon consummation of the Transaction, the issued and outstanding shares of Common Stock will be registered pursuant to Section
12(b) of the Exchange Act and will be listed for trading on the New York Stock Exchange.


 


k.                  
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company
to Subscriber.


 


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


 


m.                
Except for the Placement Agent, no broker or finder is entitled to any brokerage or finder’s fee or commission solely
in connection with the sale of the Subscribed Shares to Subscriber.


 


n.                  
Except for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect or
have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the
issuance and sale of the Subscribed Shares, the Company is, and has been since its inception, in compliance with all laws applicable
to the conduct of the business of the Company.


 


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


 


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


 


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


 


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


 






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d.                  
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144 under the Securities Act) or an
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements
set forth on Annex A, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if
Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such
account is a qualified institutional buyer and Subscriber has full investment discretion with respect to each such account, and
the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each
such account, and (iii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex A following the
signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Shares.


 


e.                  
Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber
understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an
effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant
to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance
with any applicable securities laws of the applicable states and other jurisdictions of the United States.


 


f.                   
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber
further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties,
covenants or agreements made to Subscriber by the Company, any other party to the Transaction or any other person or entity, expressly
or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription
Agreement. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections
were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained
in the projections.


 


g.                  
In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made
by Subscriber. 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 Shares, including with respect to the Company and the Transaction
(including VL and their respective subsidiaries (collectively, the “Acquired Companies”)). Subscriber represents
and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s), if any, have
deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber acknowledges and agrees that
neither Oppenheimer & Co. Inc., acting as placement agent to the Company (the “Placement Agent”), nor any
affiliate of the Placement Agent has provided Subscriber with any information or advice with respect to the Subscribed Shares nor
is such information or advice necessary or desired. Neither the Placement Agent nor any of its affiliates has made or makes any
representation as to the Company or the Acquired Companies or the quality or value of the Subscribed Shares and the Placement Agent
and any of its respective affiliates may have acquired non-public information with respect to the Company or the Acquired Companies
which Subscriber agrees need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, neither
the Placement Agent nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber.


 






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


 


i.                   
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought,
such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.


 


j.                   
Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined
that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically
that a possibility of total loss exists.


 


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


 


l.                   
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). 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. Subscriber represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its
implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, 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. Subscriber further represents and warrants that, 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 Shares were
legally derived.


 






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m.                
Subscriber does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such
Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange
Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, in the case of 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 direct 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 Subscribed Shares covered by this
Agreement.


 


n.                  
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 Internal Revenue Code of 1986,
as amended, 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 neither the Company, nor any of its respective affiliates (the “Transaction
Parties”) 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 Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s
fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares. 





 


o.                  
Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2(a).


 


p.                  
Subscriber agrees that, notwithstanding Section 8(i), the Placement Agent may rely upon the representations and warranties
made by Subscriber to the Company in this Subscription Agreement.


 


5.                  
Registration of Subscribed Shares.


 


a.                  
The Company agrees that, prior to the Closing Date, the Company will file with the SEC (at the Company’s sole cost
and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration Statement”),
and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective upon the Closing,
but no later than sixty (60) calendar days following the Closing Date (the “Effectiveness Deadline”), provided,
that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement
is reviewed by, and receives comments from, the SEC. The Company will provide a draft of the Registration Statement to the undersigned
for review at least two (2) business days in advance of filing the Registration Statement. In no event shall the undersigned be
identified as a statutory underwriter in the Registration Statement unless requested by the SEC. Notwithstanding the foregoing,
if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement
due to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares by the applicable stockholders
or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares which is equal to the maximum
number of Subscribed Shares as is permitted by the SEC. In such event, the number of Subscribed Shares to be registered for each
selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. The
Company agrees that the Company will cause such Registration Statement to remain effective until the earlier of (i) two years from
the issuance of the Subscribed Shares, (ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) on the
first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule
144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold. For as
long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will file
all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Subscribed
Shares pursuant to the Registration Statement or Rule 144 of the Securities Act, as applicable, qualify the Subscribed Shares for
listing on the applicable stock exchange, update or amend the Registration Statement as necessary to include the Subscribed Shares
and provide customary notice to holders of Subscribed Shares. The undersigned agrees to disclose its beneficial ownership, as determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), of Subscribed
Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s
obligations to include the Subscribed Shares in the Registration Statement are contingent upon the undersigned furnishing in writing
to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended
method of disposition of the Subscribed Shares as shall be reasonably requested by the Company to effect the registration of the
Subscribed Shares, and shall execute such documents in connection with such registration as the Company may reasonably request
that are customary of a selling stockholder in similar situations. The Subscriber shall not be entitled to use the Registration
Statement for an underwritten offering of Subscribed Shares. The Company 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 the Company or would require premature disclosure of information that could materially adversely affect the Company (each such
circumstance, a “Suspension Event”); provided, that, (i) the Company shall not so delay filing or so suspend
the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than two (2) times in any
three hundred sixty (360) day period and (ii) the Company shall use commercially reasonable efforts to make such registration statement
available for the sale by the undersigned of such securities as soon as practicable thereafter. Upon receipt of any written notice
from the Company (which notice shall not contain any material non-public information regarding the Company) 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, the undersigned agrees that (i) it will immediately discontinue offers and
sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant
to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to promptly
prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment
has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain
the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law
or subpoena. If so directed by the Company, the undersigned will deliver to the Company or, in the undersigned’s sole discretion
destroy, all copies of the prospectus covering the Subscribed Shares in the undersigned’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the
extent the undersigned 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)
to copies stored electronically on archival servers as a result of automatic data back-up.


 






    	 	10	 



     


    


 


b.                  
The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the
undersigned (to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers,
stockholders, affiliates, employees and investment advisers of the undersigned, each person who controls the undersigned (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”)
and the officers, directors, partners, members, managers, stockholders, agents, affiliates, employees and investment advisers of
each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”)
that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained (or incorporated by
reference) in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any
prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or
any rule or regulation thereunder, in connection with the performance of its obligations under this Section 6, except to the extent,
but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information
regarding the undersigned furnished in writing to the Company by the undersigned expressly for use therein. The Company shall notify
the undersigned promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions
contemplated by this Section 5 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by the undersigned.
Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of
any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed).


 






    	 	11	 



     


    

 


c.                  
The undersigned shall, severally and not jointly with any other subscriber in the Offering, indemnify and hold harmless
the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling
persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration
Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information
regarding the undersigned furnished in writing to the Company by the undersigned expressly for use therein. In no event shall the
liability of the undersigned be greater in amount than the dollar amount of the net proceeds received by the undersigned upon the
sale of the Subscribed Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, the undersigned’s
indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected
without the prior written consent of the undersigned (which consent shall not be unreasonably withheld or delayed).


 


6.                  
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all
rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its
terms, (b) upon the mutual written agreement of the Company and the Subscriber to terminate this Subscription Agreement, (c) if,
on the Closing Date of the Transaction, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement
have not been satisfied as of the time required hereunder to be so satisfied or waived (to the extent
a valid waiver is capable of being issued) by the party entitled to grant such waiver and, as a result thereof, the transactions
contemplated by this Subscription Agreement are not consummated, or (d) September 30, 2020 (the “Outside Date”);
provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination,
and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such
breach. The Company shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination thereof.


 


7.                  
Trust Account Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the “Trust
Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private
placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the
Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration
of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Subscriber hereby (i) agrees that it does not now and shall not at any time hereafter have any
right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against
the Trust Account, 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 (any and all such claims are collectively referred to hereafter as the “Released Claims”),
(ii) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust
Account for any reason whatsoever; provided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s
right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation
in respect of any redemptions by Subscriber of its shares of public Common Stock of the Company acquired by any means other than
pursuant to this Subscription Agreement.


 






    	 	12	 



     


    

 


8.                  
Miscellaneous.


 


a.                  
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent
by electronic mail, on the date of transmission to such recipient; provided, that such notice, request, demand, claim or other
communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 8(a), (iii) one Business
Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days
after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each
case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address
or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


b.                  
Subscriber acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company
if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set
forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber and others will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior
to the Closing, the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings,
agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.


 


c.                  
Each of the Company and Subscriber 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.


 


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


 


e.                  
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares
acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue
to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, the Company may transfer the
Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transaction and exclusively to
another entity under the control of, or under common control with, the Company). Notwithstanding the foregoing, Subscriber may
assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment
funds or accounts managed or advised by the investment manager who acts on behalf of the Subscriber) or, with the Company’s
prior written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder
if any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief.






    	 	13	 



     


    




 


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


 


g.                  
The Company may request from Subscriber such additional information as the Company may deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested, to
the extent readily available and to the extent consistent with its internal policies and procedures.


 


h.                  
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; provided, that, this Subscription
Agreement may be amended, modified, waived or terminated with the written consent of the Company and the Subscribers then holding
a majority of the Collective Subscribed Shares then committed to be purchased at the Closing by (or, if after the Closing, then
held by) all Subscribers (the “Required Subscribers”). Upon the effectuation of such waiver, modification, amendment
or termination with the consent of the Required Subscribers in conformance with this Section 8(h), such amendment, modification,
waiver or termination shall be binding on all Subscribers and effective as to all of the Subscription Agreements. The Company shall
promptly give written notice thereof to Subscriber if Subscriber has not previously consented to such amendment, modification,
waiver or termination in writing; provided that the failure to give such notice shall not affect the validity of such amendment,
modification, waiver or termination. Notwithstanding anything to the contrary herein, (i) no amendment, modification or waiver
shall be effective against any Subscriber unless such amendment, modification or waiver applies to all Subscribers equally, (ii)
any amendment, modification or waiver that has a disproportionate effect on a Subscriber (considered apart from any disproportionate
effect owing to the number of Subscribed Shares held by such Subscriber), shall require the consent of such Subscriber, (iii) any
amendment to Section 3(i), Section 5, or Section 6 (to extend the Outside Date beyond September 30, 2020)
of this Subscription Agreement and (iv) any amendment, modification or other change that alters the Per Share Purchase Price, the
Purchase Price, or the number of Subscribed Shares shall require the consent of the undersigned Subscriber.


 


i.                   
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


j.                   
Except as otherwise provided herein, 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.


 


k.                  
 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.


 






    	 	14	 



     


    

 


l.                   
This Subscription Agreement may be executed and delivered 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.


 


m.                
This Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however,
that the Placement Agent shall be an intended third party beneficiary of the representations and warranties of the Company in Section
3 hereof and of the Subscribers in Section 4 hereof.


 


n.                  
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.


 


o.                  
This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


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


 


q.                  
The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription
Agreement must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom
within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular
matter, any federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines
to accept jurisdiction over a particular matter, any state court within the State of Delaware) (collectively the “Designated
Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action,
suit or proceeding with respect to this subscription agreement may be brought in any other forum. Each party hereby irrevocably
waives all claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue
of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action,
suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the
parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(a)
of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with
respect to any matters to which the parties have submitted to jurisdiction as set forth above.


 






    	 	15	 



     


    

 


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


 


s.                   
The Company shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this
Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively,
the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of
the transactions contemplated hereby (and by the Other Subscription Agreements), the Transaction and any other material, nonpublic
information that the Company has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after
the issuance of the Disclosure Document, Subscriber shall not be in possession of any material, non-public information received
from the Company or any of its officers, directors or employees or the Placement Agent. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of
Subscriber or any affiliate or investment adviser of Subscriber in any press release or in any filing with the Commission or any
regulatory agency or trading market, without the prior written consent (including by e-mail) of Subscriber, except as required
by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations,
at the request of the staff of the Commission or regulatory agency or under New York Stock Exchange regulations, in which case
the Company shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably
consult with Subscriber regarding such disclosure.


 


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


 


[Signature pages follow.]


 




    	 	16	 



     


    


 


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


 


	 	GRAF INDUSTRIAL CORP.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 



 


	 	Address for Notices:
	 	 	 
	 	118 Vintage Park Blvd., Suite W-222
	 	Houston, Texas 77070



 


 



    [Signature Page to Graf Industrial Subscription Agreement]


     


    







 





	 	SUBSCRIBER: 
	 	 
	 	Print Name: 	 


 


 


 


	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 



 


	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 


  


	Number of Subscribed Shares subscribed for:		 
	 	 	 
	Price Per Subscribed Share:	$10.00	 
	 	 	 
	Aggregate Purchase Price:	$______________	 


 


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


 




    [Signature Page to Graf Industrial Subscription Agreement]


     


    


 


 


Annex
A



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed
by Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		 ̈	Subscriber is a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act).



 


		B.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		 ̈	Subscriber is an “accredited investor” (within the meaning of Rule 501(a) under the
Securities Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an
 “accredited investor.”



 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


 ̈ is:


 


 ̈ is not:


 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant
part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply
to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”


 


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



 


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



 


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



 


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



 


		 ̈	Any director, executive officer, or general partner of the issuer of the securities being offered
or sold, or any director, executive officer, or general partner of a general partner of that issuer;



 


 






    	 	A-1	 



     


    




 







		 ̈	Any natural person whose individual net worth, or joint net worth with that person’s spouse,
at the time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s
primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the
estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness
outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition
of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the
person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability;



 


		 ̈	Any natural person who had an individual income in excess of $200,000 in each of the two most recent
years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current year.



 


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



 


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



 


[Specify which
tests:                            ]


  


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