Common use of Subscriber Representations and Warranties Clause in Contracts

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the neither the Shares nor the Common Shares underlying the Preferred Shares have not been registered under the Securities Act. The undersigned understands that neither the Shares nor the Common Shares underlying the Preferred Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares and the Common Shares underlying the Preferred Shares shall contain a legend to such effect. The undersigned acknowledges that neither the Shares nor the Common Shares underlying the Preferred Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares and the Common Shares underlying the Preferred Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares or the Common Shares underlying the Preferred Shares and may be required to bear the financial risk of an investment in the Shares or the Common Shares underlying the Preferred Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares or the Common Shares underlying the Preferred Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares or the Common Shares underlying the Preferred Shares upon conversion thereof will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Each of the undersigned, severally and not jointly, represents and warrants to the SPAC and the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 issuance in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). Accordingly, the undersigned understands that the offering of the Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the subscription for and acceptance of the Shares. Accordingly, the undersigned understands that the offering of Shares to the undersigned hereunder meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereofCompany, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States 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 United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not initially be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing subscribing and accepting Shares directly issued from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the SPAC or the Company, or its any of their officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition subscription and acceptance and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received received, and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares, the SPAC, the Company and (the business of) Wallbox and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the SPAC and the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the SPAC, the Company or a representative of the SPAC or the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the SPAC, the Company or a representative of the SPAC or the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the knowledge of the undersigned, the Shares 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. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase issuance and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for itself in the transactions contemplated herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase subscribe for and accept the Shares, the undersigned has relied solely upon independent investigation made by the undersignedundersigned and the representations, warranties, covenants and agreements contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent Agents (as defined below) or any of their respective affiliates or their respective control persons, officers, directors or employees concerning the Company SPAC, the Company, Wallbox or the Shares or the offer and sale issuance of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the SPAC’s and the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase issue the Shares were legally derived. o. No To the undersigned’s knowledge, no disclosure or offering document has been prepared by Xxxxx and CompanyUBS Securities LLC or Barclays Capital Inc. (together, LLC (the “Placement AgentAgents”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. The Placement Agent Agents and its their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the SPAC, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the SPAC or the Company. q. As of the date of this Subscription Agreement the undersigned does not have, and during the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned 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 or the SPAC. For purposes of this Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in case the undersigned is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representation set forth above in this paragraph shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement. r. In connection with the issue and purchase of the Shares, the Placement Agent has Agents have not acted as the undersigned’s financial advisor or fiduciary or as an underwriter, initial purchaser, dealer or in any other such capacity. The Placement Agents shall not, nor shall any of their respective affiliates or their respective control persons, officers, directors or employees, be liable to the undersigned for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the undersigned’s subscription and acceptance of the Shares. The Subscriber agrees and acknowledges that, and unconditionally waives any conflicts of interest with respect to the fact that, (i) the Placement Agents are acting as the Company’s placement agents in connection with the transactions contemplated by this Subscription Agreement, (ii) Barclays Capital Inc. is acting as advisor to Wallbox in connection with the Transaction, (iii) UBS Securities LLC is acting as advisor to the SPAC in connection with the Transaction and (iv) neither Placement Agent is and neither has acted as the Subscriber’s financial advisor or fiduciary. r. s. Neither Placement Agent has made, nor will it make, any representation or warranty, whether express or implied, of any kind or character, nor has it provided any advice or recommendation to the undersigned in connection with the transactions contemplated hereby. The Placement Agents will have no responsibility with respect to (A) any representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (B) the financial condition, business, or any other matter concerning the Company or the transactions contemplated hereby. t. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. u. The Subscriber acknowledges and agrees that the SPAC continues to review the SEC Statement and its implications, including on the financial statements and other information included in its SEC Documents, and any restatement, revision or other modification of the SEC Documents relating to or arising from such review, any subsequent related agreements or other guidance from the Staff of the SEC shall be deemed not material for purposes of Section 5(i).g.

Subscriber Representations and Warranties. The undersigned Each of the undersigned, severally and not jointly, represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 issuance in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned Likewise, if Subscriber is a not an entity formed for a U.S. person (within the specific purpose meaning of acquiring Regulation S under the SharesSecurities Act), and Subscriber is organized or resident in the European Economic Area, Subscriber is (x) a “qualified investor” within the meaning of Regulation (EU) 2017/1129, as amended and (y) not a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments, as amended (the “Markets in Financial Instruments Directive”); or (b) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of the Markets in Financial Instruments Directive. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereofCompany, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States 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 United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not initially be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing subscribing and accepting Shares directly issued from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its any of their officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition subscription and acceptance and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received received, and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares, the Company and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the knowledge of the undersigned, the Shares 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. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase issuance and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for itself in the transactions contemplated herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase subscribe for and accept the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting undersigned and the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties, covenants and sale of the Sharesagreements contained herein. j. i. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. j. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. k. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. l. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. m. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase issue the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale n. As of the Shares. p. The Placement Agent date of this Subscription Agreement the undersigned does not have, and its directorsduring the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned has not entered into, officers, employees, representatives and controlling persons have made no independent investigation 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 Company securities of the Company. For purposes of this Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in case the undersigned is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representation set forth above in this paragraph shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned covered by the Companythis Subscription Agreement. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. o. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to to, and agrees with, the Company thatand its affiliates as follows: (a) The Subscriber is acquiring the Offered Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Offered Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the date hereof Securities. (b) The Subscriber acknowledges the Subscriber’s understanding that the offering and as sale of the Closing: a. The undersigned Offered Securities is (i) a “qualified institutional buyer” (as defined in Rule 144A intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”)) or (iiby virtue of Section 4(a)(2) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each the provisions of cases (i) and (iii) in accordance with any applicable securities laws Rule 506 of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A Regulation D promulgated under the Securities ActAct (“Regulation D”) and Regulation S promulgated under the Securities Act (“Regulation S”). The undersigned understands In furtherance thereof, the Subscriber represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Subscriber realizes that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, basis for the undersigned foregoing exemptions may not be able to readily resell present, if, notwithstanding such representations, the Shares and may be required Subscriber has in mind merely acquiring Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) The Subscriber has the financial ability to bear the financial economic risk of an investment in the Shares Subscriber’s investment, has adequate means for an indefinite period of time. The undersigned understands that it providing for the Subscriber’s current needs and personal contingencies and has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision need for liquidity with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction Company; and (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. iii) The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. If other than an investment in individual, the SharesSubscriber also represents it has not been organized for the purpose of acquiring the Offered Securities. (c) The Subscriber represents and warrants to the Company as follows: (i) The Subscriber has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from the undersigned Company or its representatives concerning the terms and conditions of the Offering, and other matters pertaining to this investment, and has sought been given the opportunity for a reasonable time prior to the date hereof to obtain such accountingadditional information in connection with the Company in order for the Subscriber to evaluate the merits and risks of purchase of the Offered Securities, legal and tax advice as to the undersigned extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (ii) The Subscriber has considered necessary to make an informed investment decision. h. Alone, or together not been furnished with any professional advisor(s), oral representation or oral information in connection with the undersigned offering of the Offered Securities; and (iii) The Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares Offered Securities are a suitable investment for the undersigned Subscriber and that the undersigned is able at this time and in the foreseeable future to Subscriber could bear the economic risk of a total complete loss of the undersignedSubscriber’s investment in investment; and (iv) The Subscriber is not relying on the Company. , or its affiliates with respect to economic considerations involved in this investment; and (v) The undersigned acknowledges specifically Subscriber realizes that it may not be able to resell readily any of the Securities purchased hereunder because (A) there may only be a possibility limited public market for any Securities and (B) none of total loss exists.the Securities have been registered under the “blue sky” laws; and i. In making its decision (vi) The Subscriber understands that the Company has the absolute right to purchase refuse to consent to the Shares, transfer or assignment of the undersigned has relied solely upon independent investigation Securities if such transfer or assignment does not comply with applicable state and federal securities laws; and (vii) No representations or warranties have been made to the Subscriber by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agencyCompany, or any agreement officer, employee, agent, affiliate or subsidiary of any of it, other undertaking, to than the representations of the Company in this Agreement; and (viii) Any information which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, Subscriber has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject heretofore furnished to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation Company with respect to the Company Subscriber’s financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information the Subscriber will immediately furnish such revised or the Shares or the accuracy, completeness or adequacy of any corrected information supplied to the undersigned Company; and (ix) The Subscriber has received and reviewed the Company’s Confidential Private Placement Memorandum dated as of August 9, 2013, as amended, and has had access to the reports of the Company filed pursuant to the Securities Exchange Act of 1934, as amended; and (x) The foregoing representations, warranties and agreements shall survive the sale of the Securities and acceptance by the Company. q. In connection with the issue and purchase Company of the Shares, the Placement Agent has not acted as the undersignedSubscriber’s financial advisor or fiduciarysubscription. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. (a) The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, 1933 as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effecteffect substantially consistent with the legend set forth in Section 7(b). The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. 144A. The undersigned Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber with respect to the Shares by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. (d) The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s and APX Group Holdings, Inc.’s filings with the Securities and Exchange Commission (the “Disclosure PackageSEC”); and (ii) certain business and legal due diligence materials with respect to Voyager provided to the Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedthe Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (e) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. (f) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s and APX Group Holdings, Inc.’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (g) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (h) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by anyone other than the Placement Agent (as defined below) Company concerning the Company or the Shares or the offer and sale of the Shares. j. (i) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (j) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (k) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable, or any other agreements to which it is party or to which its assets or business are subject. The signature of the Subscriber on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (l) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (m) The undersigned 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”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredrequired by law, 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 requiredrequired by law, it maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (n) Subject to the “Placement Agent”) or any of its affiliates in connection with the offer and sale satisfaction of the Sharesterms and conditions of this Agreement, the Subscriber will have sufficient funds to pay the Subscription Amount pursuant to Section 2 at the Closing. p. (o) The Placement Agent Subscriber acknowledges and its directors, officers, employees, representatives agrees that this Agreement is being entered into in order to induce Voyager to enter into the Transaction Agreement and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase that Voyager is a third-party beneficiary of the Shares, the Placement Agent has not acted as the undersignedSubscriber’s financial advisor or fiduciarycommitment hereunder. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby represents and warrants to the Company SPAC and PubCo that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A hereto following the signature page hereto). The undersigned is not an entity formed for Accordingly, Subscriber understands that the specific purpose offering of acquiring the SharesShares meets the exemptions from filing under Financial Industry Regulatory Authority, Inc. (“FINRA”). b. The undersigned Subscriber (i) is an institutional account as defined in FINRA Rule , (ii) is a sophisticated investor, experienced in investing in business and finance transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, Subscriber understands that the offering meets (x) the exemptions from filing under FINRA Rule (A) and (y) the institutional customer exemption under FINRA Rule. c. Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged (other than pledges in the ordinary course of business as part of prime brokerage arrangements) or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act Act, except (i) to the Company PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of cases (i) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned d. Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the CompanyPubCo. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by SPAC, PubCo, the undersigned by the Company, Company or its any of their respective officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersignede. Either (i) Subscriber is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned f. Subscriber acknowledges and agrees that the undersigned Subscriber has received and has had an adequate opportunity to review, such financial and other information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, Subscriber (for itself and, if applicable, for each account for which it is acquiring the undersigned Shares) acknowledges that it has reviewed the disclosure package attached hereto as Schedule C documents provided to Subscriber by SPAC and PubCo. Subscriber (for itself and, if applicable, for each account for which it is acquiring the “Disclosure Package”). The undersigned Shares) represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, questions and receive such answers from SPAC and obtain PubCo or any person or persons acting on their behalf concerning the terms and conditions of an investment in the Shares, have obtained such materials or information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained Shares and have independently made their own analysis and decision to invest in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderShares. f. The undersigned g. Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and the Company or PubCo, SPAC and/or their respective representatives on behalf of SPAC as a representative result of the Companya pre-existing substantive relationship, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company PubCo or a representative of the CompanyPubCo. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company PubCo represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned h. Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able to fend for himself, including those set forth herself or itself in the Disclosure Package. The undersigned transactions completed herein, 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 Shares, Shares and has the undersigned ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the CompanyPubCo. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by Subscriber and the undersigned. Without limiting the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties and sale of the Sharescovenants contained herein. j. The undersigned k. Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned l. Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, signatory has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory and has been duly authorized by Subscriber to execute the samesame on behalf of Subscriber, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. n. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the CompanySPAC’s and PubCo’s representations and warranties contained herein. n. The undersigned o. Neither Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function 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 or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “OFAC ListSanctions Lists”), or a person or entity prohibited by any OFAC sanctions program, (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iiiv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 to ensure compliance with sanctions programs administered by OFAC, the European Union and any European Union member state, including the United Kingdom, including for the screening of its investors against the Sanctions Lists and 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 the undersigned Subscriber and used to purchase the Shares were legally derivedderived and were not obtained, directly or indirectly, from a Prohibited Investor. o. No disclosure p. Subscriber has or offering document has been prepared by Xxxxx enforceable commitments to have, and Companyat least two (2) business days prior to the Transaction Closing Date will have, LLC sufficient funds to pay the Purchase Price and consummate the Subscription Closing when required pursuant to this Subscription Agreement. q. Subscriber acknowledges that no foreign person (as defined in 31 C.F.R. Part 800.224) in which the “Placement Agent”national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) or any will acquire a substantial interest in PubCo as a result of its affiliates in connection with the offer purchase and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect Shares hereunder such that a declaration to the Company or Committee on Foreign Investment in the Shares or United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over PubCo from and after the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase Transaction Closing as a result of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciarypurchase and sale of Shares hereunder. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined under in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The Accordingly, the undersigned is not an entity formed for understands that the specific purpose offering of acquiring the SharesShares meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). b. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, the undersigned understands that the offering of the Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be immediately eligible for resale pursuant to Rule 144A 144 promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions Act and, as a result of these transfer restrictionsresult, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such financial and other information and to ask questions regarding the Company as the undersigned deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in provided to the Disclosure Package undersigned is preliminary and subject to changechange and the Company is under no obligation to inform the undersigned regarding any such changes, and that any changes except to the information contained in extent such changes would reasonably be expected to cause the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms failure of the Transaction (other than Company to satisfy a condition to the material terms Subscriber’s obligations at the Closing set forth on Schedule D which shall not have materially changedin Section 3(b), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for himself, herself or itself in the transactions completed herein, 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 Shares and has the ability to bear the economic risks of such investment in the Shares, and the . The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersignedundersigned and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent Agents (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. k. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. l. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. n. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. o. The undersigned 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”)bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. p. No disclosure or offering document has been prepared by Xxxxx and Company, Xxxxxx Xxxxxxx & Co. LLC or Credit Suisse Securities (USA) LLC (collectively, the “Placement AgentAgents”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. q. The Placement Agent Agents and its their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. r. In connection with the issue and purchase of the Shares, the Placement Agent has Agents have not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company thatCompany, as of the date hereof and as of the Closing, that: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned acknowledges the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the undersigned understands that any certificates representing the Shares will contain a legend in respect of such restrictions. The undersigned agrees that if any transfer of the Shares or any interest therein is proposed to be made (other than a transfer pursuant to the Registration Statement (as defined below) or Rule 144), as a condition precedent to any such transfer, the undersigned may be required to deliver to the Company an opinion of counsel satisfactory to the Company. The undersigned further acknowledges that because the Company is a shell company, Rule 144 may not be available to the undersigned for the resale of the Shares until one (1) year following consummation of the Transaction, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing the SPAC Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (Transaction Documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and undersigned, the Company or a representative and Holdco and representatives of the CompanyCompany and Holdco, and the Shares were offered to the undersigned solely by direct contact between the undersigned and undersigned, the Company or a representative and Holdco and representatives of the CompanyCompany and Holdco. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that each of the Company and Holdco represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the The undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the CompanyCompany and Holdco. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company Company, Holdco or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s and Holdco’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC Company Capital Markets (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company Company, Holdco or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the CompanyCompany or Holdco. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Common Shares only for his, her or its such Subscriber’s own account and not for the account of others, or if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or accredited investor, and the 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 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 (and shall provide the requested information on Schedule A following the signature page hereto). . b. The undersigned Subscriber (i) is not an entity formed for a sophisticated investor, experienced in investing in private equity 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 (ii) has exercised independent judgment in evaluating its participation in the specific purpose purchase of acquiring the Shares. b. c. The undersigned Subscriber understands that the Shares (and any Additional Shares) are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Common Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares (and any Additional Shares) may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActAct (including, without limitation, a private resale or transfer pursuant to the so-called “Section 4(a)(11⁄2)” exemption), and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares (and any Additional Shares) shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares (and any Additional Shares) will not be immediately eligible for resale or transfer pursuant to Rule 144A 144 promulgated under the Securities Act. The undersigned understands and agrees , that Rule 144 will not be available until 12 months following the Shares will be subject to transfer restrictions closing and, as a result of these transfer restrictionsresult, the undersigned Subscriber may not be able to readily resell or transfer the Shares (and any Additional Shares) and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it such Subscriber has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares (and any Additional Shares). c. d. The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Common Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersignede. Either (A) the Subscriber is not, and will not be acquiring or holding any Common Shares with the assets of, (i) an employee benefit plan (described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, (ii) a plan described in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, an individual retirement account) that is subject to Section 4975 of the Code or to any other federal, state, local, non-U.S. or other law or regulation that is similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code (collectively, “Similar Laws”), (iii) a plan, fund or other similar program that is established or maintained outside of the United States which provides for retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, or (iv) an entity whose assets constitute the assets of any of the foregoing described in clauses (i), (ii) and (iii), pursuant to ERISA or otherwise or (B) the Subscriber’s acquisition and holding of the Common Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ERISA or Section 4975 of the Internal Revenue Code or a violation of 1986, as amended, or any applicable similar lawSimilar Law. e. f. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received and has had an adequate opportunity to review, such audited and unaudited financial information of the Company and Mobix and such other information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. The Subscriber acknowledges that the financial information of Mobix supplied to the Subscriber prior to the date hereof in respect of the fiscal year ended September 30, 2022 is unaudited and subject to change. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it such Subscriber has reviewed the disclosure package attached hereto as Schedule C (risk factors provided to the “Disclosure Package”)Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned Subscriber became aware of this offering of the Common Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Common Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Common Shares, nor were the Common Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges the Company’s representation and warranty that the Company represents and warrants that the Common Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned Subscriber acknowledges that it such Subscriber is aware that there are substantial risks incident to the purchase and ownership of the Shares (and any Additional Shares). The Subscriber is able to fend for himself, including those set forth herself or itself in the Disclosure Package. The undersigned transactions completed herein, 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 Shares, Shares and has the undersigned ability to bear the economic risks of such investment in the Shares and is able to sustain a complete loss of such investment. The Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoingSubscriber acknowledges and agrees that Subscriber had access to, the undersigned has not relied on any statements or and an adequate opportunity to review, financial and other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of Subscriber deems necessary in order to make an investment decision with respect to the Shares. j. k. The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. l. The undersigned has been duly formed or incorporated and Subscriber is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into and perform its obligations under this Subscription Agreement. l. m. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory has been duly authorized to execute the same, and assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. n. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares (and any Additional Shares) nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. o. The undersigned Subscriber, its affiliates, their agents, and any other persons acting on their behalf 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) is not owned, controlled, or acting on behalf of a Designated National as defined person or entity prohibited by any OFAC sanctions program, (iii) located, operating, or resident in any country or territory subject to comprehensive sanctions (currently, the Cuban Assets Control RegulationsCrimea, 31 C.F.R. Part 515the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), or (iiiiv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, ; provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the Subscriber 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 the Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document . To the extent applicable, the Subscriber further represents and warrants that the Subscriber: (x) has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any conducted thorough due diligence with respect to all of its affiliates in connection with beneficial owners, (y) has established the offer identities of all beneficial owners and sale the source of each of the Sharesbeneficial owners’ funds and (z) will retain evidence of any such identities, any such source of funds and any such due diligence. Pursuant to anti-money laundering laws and regulations, including the BSA/Patriot Act, the Company may be required to collect documentation verifying the Subscriber’s identity and the source of funds used to acquire an interest before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber further represents and warrants that the Subscriber does not know or have any reason to suspect that (I) the monies used to fund the Subscriber’s investment herein have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (II) the proceeds from the Subscriber’s investment herein will be used to finance any illegal activities. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company[Reserved]. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary[Reserved]. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States qualify as “offshore transactions” within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActAct (including, without limitation, a private resale or transfer pursuant to the so-called “Section 4(a)(1½)” exemption), and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be immediately eligible for resale or transfer pursuant to Rule 144A 144 promulgated under the Securities Act. The undersigned understands and agrees , that Rule 144 will not be available until 12 months following the Shares will be subject to transfer restrictions closing and, as a result of these transfer restrictionsresult, the undersigned Subscriber may not be able to readily resell or transfer the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received and has had an adequate opportunity to review, such financial and other information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (risk factors provided to the “Disclosure Package”)Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned Subscriber further acknowledges that the information contained in provided to the Disclosure Package Subscriber is preliminary and subject to changechange and the Company is under no obligation to inform the Subscriber regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Subscriber’s obligations at the Subscription Closing. e. The Subscriber acknowledges and agrees that the Company continues to review the Warrant Accounting Matter and its implications, including on the financial statements and other information included in its filings with the Commission, and that any changes restatement, revision or other modification of such filings relating to the information contained in the Disclosure Package, including, without limitationor arising from such review, any changes based on updated information subsequent related agreements or changes in terms other guidance from the Staff shall be deemed not material for purposes of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderthis Subscription Agreement. f. The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents Company’s representation and warrants warranty that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. The Subscriber is able to fend for himself, including those set forth herself or itself in the Disclosure Package. The undersigned transactions completed herein, 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 Shares, Shares and has the undersigned ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoingSubscriber acknowledges and agrees that Subscriber had access to, the undersigned has not relied on any statements or and an adequate opportunity to review, financial and other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of Subscriber deems necessary in order to make an investment decision with respect to the Shares. j. The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and If the Subscriber is an entity, the Subscriber is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into and perform its obligations under this Subscription Agreement. If the Subscriber is an individual, the Subscriber has the legal capacity to enter into and perform his or her obligations under this Subscription Agreement. l. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, and if the Subscriber is not an individual, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is boundbound which would reasonably be expected to have a material adverse effect on the legal authority or ability of the Subscriber to enter into and perform its obligation under this Subscription Agreement, and, if the undersigned Subscriber is not an individual, will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned Subscriber is an individual, has legal competence and capacity to execute the same or, if the undersigned Subscriber is not an individual individual, the signatory has been duly authorized to execute the same, and assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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 or (ii) principles of equity, whether considered at law or equity. m. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), to the undersigned extent required, the 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 the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure As of the date of this Subscription Agreement the Subscriber does not have, and during the thirty (30) day period immediately prior to the date of this Subscription Agreement the Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or offering document has been prepared Short Sale positions with respect to the securities of the Company. For purposes of this Section 6 and Section 11, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in case the Subscriber is a multimanaged investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by Xxxxx and Company, the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement. p. Subscriber will have sufficient funds to pay the Purchase Price at the Subscription Closing. q. The Subscriber acknowledges that UBS Securities LLC or Raine Securities LLC (collectively, the “Placement AgentAgents”) or any of its affiliates are acting as Placement Agents in connection with the offer and sale of the Shares. p. The Placement Agent Shares to institutional accredited investors (within the meaning of Rule 501(a)) and its directorsqualified institutional buyers (as defined under the Securities Act), officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In but not in connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciarysales to any other buyers. r. If the undersigned Subscriber is a resident or subject to the laws of Canada, the undersigned Subscriber hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to to, and agrees with, the Company thatand its affiliates as follows: (a) The Subscriber is acquiring the Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Common Warrants. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the date hereof Common Warrants. (b) The Subscriber acknowledges the Subscriber’s understanding that the offering and as sale of the Closing: a. The undersigned Common Warrants is (iintended to be exempt from registration under the Securities Act by virtue of Section 3(b) a “qualified institutional buyer” (as defined in Rule 144A under of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for the Regulation D exemption may not be present, if, notwithstanding such representations, the Subscriber has in mind merely acquiring any of the Common Warrants for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) an institutional “accredited investor” (within The Subscriber has the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required financial ability to bear the financial economic risk of an investment in the Shares Subscriber’s investment, has adequate means for an indefinite period of time. The undersigned understands that it providing for the Subscriber’s current needs and personal contingencies and has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision need for liquidity with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction Company; and (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. iii) The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. If other than an investment in individual, the SharesSubscriber also represents it has not been organized for the purpose of acquiring the Common Warrants. (c) The Subscriber represents and warrants to the Company as follows: (i) The Subscriber is 21 years of age or over; if a corporation, trust, company, partnership, unincorporated association or other entity, such Subscriber is authorized, empowered, and qualified to execute and deliver this Agreement and other transaction documents to which such Subscriber is a party and to purchase and hold the undersigned has sought such accountingCommon Warrants pursuant hereto; and (ii) The Subscriber understands that the net proceeds to the Company from the sale of the Common Warrants, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(sthe net proceeds form the Company’s initial public offering of Common Stock (the “Initial Public Offering”), will be used for the undersigned purposes set forth prospectus relating to the Initial Public Offering; and (iii) The Subscriber has adequately analyzed been given the opportunity for a reasonable time prior to the date hereof to (a) review the risk factors relating to the Company and fully considered its business set forth in prospectus relating to the Initial Public Offering, and (b) to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering, and other matters pertaining to this investment, and has been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information in connection with the Company in order for the Subscriber to evaluate the merits and risks of an investment purchase of the Common Warrants to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (iv) The Subscriber has not been furnished with any oral representation or oral information in connection with the Shares and offering of the Common Warrants; and (v) The Subscriber has determined that the Shares Common Warrants and the shares of Common Stock issuable upon exercise of the Common Warrants are a suitable investment for the undersigned Subscriber and that the undersigned is able at this time and in the foreseeable future to Subscriber can bear the economic risk of a total complete loss of the undersignedSubscriber’s investment investment; and (vi) The Subscriber is not relying on the Company or its affiliates with respect to economic considerations involved in this investment; and (vii) The Subscriber realizes that it may not be able to resell readily any of the Common Warrants purchased hereunder, or the shares of Common Stock issuable upon exercise of the Common Warrants, because (A) there may only be a limited market, if any exists, for any of the Common Warrants and (B) none of the Common Warrants purchased hereunder, or the shares of Common Stock issuable upon exercise of the Common Warrants, has been registered under Securities Act of the “blue sky” laws of any state; and (viii) The Subscriber understands that the Company has the absolute right to refuse to consent to the transfer or assignment of the Common Warrants, or the shares of Common Stock issuable upon exercise of the Common Warrants, if such transfer or assignment does not comply with applicable state and federal securities laws; and (ix) No representations or warranties have been made to the Subscriber by the Company. , or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company in this Agreement; and (x) Any information which the Subscriber has heretofore furnished to the Company with respect to the Subscriber’s financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information the Subscriber will immediately furnish such revised or corrected information to the Company; and (xi) The undersigned acknowledges specifically that a possibility foregoing representations, warranties and agreements shall survive the sale of total loss existsthe Common Warrants and acceptance by the Company of the Subscriber’s subscription. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality (d) The Subscriber hereby represents that none of the foregoing, “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the undersigned has not relied on Securities Act (a “Disqualification Event”) is applicable to the Subscriber or any statements or other information provided by the Placement Agent of its Rule 506(d) Related Parties (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination ), except, if applicable, for a Disqualification Event as to the fairness of this investment. k. The undersigned has been duly formed which Rule 506(d)(2)(ii) or incorporated and (iii) or (d)(3) is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuineSubscriber hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Subscriber or any of its Rule 506(d) Related Parties, and the signatoryexcept, if the undersigned applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is an individualapplicable. For purposes of this paragraph (d), has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned in accordance with its terms, except as may be limited or otherwise affected by (i“Rule 506(d) 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein Related Party” shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned is not (i) mean 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 that is a beneficial owner of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (iiSubscriber’s securities for purposes of Rule 506(d) 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the SharesAct. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby represents and warrants to the Company SPAC and PubCo that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A hereto following the signature page hereto). The undersigned Accordingly, Subscriber understands that the offering of the Shares meets the exemptions from filing under Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5123(b)(1)(C) or (J). Subscriber is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in business and finance transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, Subscriber understands that the offering meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged (other than pledges in the ordinary course of business as part of prime brokerage arrangements) or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act Act, except (i) to the Company PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of cases (i) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned d. Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the CompanyPubCo. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by SPAC, PubCo, the undersigned by the Company, Company or its any of their respective officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersignede. Either (i) Subscriber is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned f. Subscriber acknowledges and agrees that the undersigned Subscriber has received and has had an adequate opportunity to review, such financial and other information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, Subscriber (for itself and, if applicable, for each account for which it is acquiring the undersigned Shares) acknowledges that it has reviewed the disclosure package attached hereto as Schedule C documents provided to Subscriber by SPAC and PubCo. Subscriber (for itself and, if applicable, for each account for which it is acquiring the “Disclosure Package”). The undersigned Shares) represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, questions and receive such answers from SPAC and obtain PubCo or any person or persons acting on their behalf concerning the terms and conditions of an investment in the Shares, have obtained such materials or information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained Shares and have independently made their own analysis and decision to invest in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderShares. f. The undersigned g. Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and the Company or PubCo, SPAC and/or their respective representatives on behalf of SPAC as a representative result of the Companya pre-existing substantive relationship, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company PubCo or a representative of the CompanyPubCo. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company PubCo represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned h. Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able to fend for himself, including those set forth herself or itself in the Disclosure Package. The undersigned transactions completed herein, 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 Shares, Shares and has the undersigned ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the CompanyPubCo. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by Subscriber and the undersigned. Without limiting the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties and sale of the Sharescovenants contained herein. j. The undersigned k. Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned l. Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, signatory has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory and has been duly authorized by Subscriber to execute the samesame on behalf of Subscriber, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. n. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the CompanySPAC’s and PubCo’s representations and warranties contained herein. n. The undersigned o. Neither Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function 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 or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “OFAC ListSanctions Lists”), or a person or entity prohibited by any OFAC sanctions program, (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iiiv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 to ensure compliance with sanctions programs administered by OFAC, the European Union and any European Union member state, including the United Kingdom, including for the screening of its investors against the Sanctions Lists and 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 the undersigned Subscriber and used to purchase the Shares were legally derivedderived and were not obtained, directly or indirectly, from a Prohibited Investor. o. No disclosure p. Subscriber has or offering document has been prepared by Xxxxx enforceable commitments to have, and Companyat least two (2) business days prior to the Transaction Closing Date will have, LLC sufficient funds to pay the Purchase Price and consummate the Subscription Closing when required pursuant to this Subscription Agreement. q. Subscriber acknowledges that no foreign person (as defined in 31 C.F.R. Part 800.224) in which the “Placement Agent”national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) or any will acquire a substantial interest in PubCo as a result of its affiliates in connection with the offer purchase and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect Shares hereunder such that a declaration to the Company or Committee on Foreign Investment in the Shares or United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over PubCo from and after the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase Transaction Closing as a result of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciarypurchase and sale of Shares hereunder. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Each of the undersigned, severally and not jointly, represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 issuance in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned Likewise, if Subscriber is a not an entity formed for a U.S. person (within the specific purpose meaning of acquiring Regulation S under the SharesSecurities Act), and Subscriber is organized or resident in the European Economic Area, Subscriber is (x) a “qualified investor” within the meaning of Regulation (EU) 2017/1129, as amended and (y) not a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments, as amended (the “Markets in Financial Instruments Directive”); or (b) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of the Markets in Financial Instruments Directive. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereofCompany, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States 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 United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not initially be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing subscribing and accepting Shares directly issued from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its any of their officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition subscription and acceptance and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received received, and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares, the Company and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the knowledge of the undersigned, the Shares 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. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase issuance and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for itself in the transactions contemplated herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase subscribe for and accept the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting undersigned and the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties, covenants and sale of the Sharesagreements contained herein. j. i. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. j. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. k. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. l. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. m. The undersigned 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”) 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredrequired by applicable law, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase issue the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale n. As of the Shares. p. The Placement Agent date of this Subscription Agreement the undersigned does not have, and its directorsduring the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned has not entered into, officers, employees, representatives and controlling persons have made no independent investigation 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 Company securities of the Company. For purposes of this Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in case the undersigned is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representation set forth above in this paragraph shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned covered by the Companythis Subscription Agreement. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. o. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company thatCompany, as of the date hereof and as of the Closing, that: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned acknowledges the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the undersigned understands that any certificates representing the Shares will contain a legend in respect of such restrictions. The undersigned agrees that if any transfer of the Shares or any interest therein is proposed to be made (other than a transfer pursuant to the Registration Statement (as defined below) or Rule 144), as a condition precedent to any such transfer, the undersigned may be required to deliver to the Company an opinion of counsel satisfactory to the Company. The undersigned further acknowledges that because the Company is a shell company, Rule 144 may not be available to the undersigned for the resale of the Shares until one (1) year following consummation of the Transaction, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing the SPAC Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (Transaction Documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and undersigned, the Company or a representative and Holdco and representatives of the CompanyCompany and Holdco, and the Shares were offered to the undersigned solely by direct contact between the undersigned and undersigned, the Company or a representative and Holdco and representatives of the CompanyCompany and Holdco. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that each of the Company and Holdco represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the The undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the CompanyCompany and Holdco. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company Company, Holdco or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s and Holdco’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC Canaccord Genuity Group Inc. (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company Company, Holdco or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the CompanyCompany or Holdco. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Issuer and its respective affiliates as follows: (a) The Subscriber is acquiring the Offered Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Offered Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Offered Securities. (b) The Issuer has made available to the Company thatSubscriber various offering materials relating to the Issuer, as and the Offered Securities, including, without limitation, the Issuer’s Private Placement Memorandum dated June 30, 2010 (the “Memorandum”), and the Subscriber has had the opportunity to review the Memorandum, including the information set forth therein under the caption “Item IX. Risk Factors” incorporated therein. (c) The Subscriber acknowledges the Subscriber’s understanding that the offering and sale of the date hereof and as Offered Securities is intended to be exempt from registration under the Securities Act by virtue of the Closing: a. The undersigned is (iSection 4(2) a “qualified institutional buyer” (as defined in Rule 144A under of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to and agrees with the Issuer, and its respective affiliates as follows: (i) The Subscriber realizes that the basis for the Regulation D exemption may not be present, if, notwithstanding such representations, the Subscriber has in mind merely acquiring any of the Offered Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) an institutional “accredited investor” (within The Subscriber has the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required financial ability to bear the financial economic risk of an investment in the Shares Subscriber’s investment, has adequate means for an indefinite period of time. The undersigned understands that it providing for the Subscriber’s current needs and personal contingencies and has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision need for liquidity with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction Issuer; and (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. iii) The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. If other than an investment in individual, the SharesSubscriber also represents it has not been organized for the purpose of acquiring the Offered Securities. (d) The Subscriber represents and warrants to the Issuer as follows: (i) If an individual, the Subscriber is 21 years of age or over; if a corporation, trust, limited liability company, partnership, unincorporated association or other entity, such Subscriber is authorized, empowered, and qualified to execute and deliver this Agreement and other transaction documents to which such Subscriber is a party and to purchase and hold the undersigned Offered Securities pursuant hereto; and (ii) The Subscriber has sought such accountingbeen given the opportunity for a reasonable time prior to the date hereof to ask questions of, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s)receive answers from, the undersigned Issuer or its representatives concerning the terms and conditions of the Offering, and other matters pertaining to this investment, and has adequately analyzed been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information in connection with the Issuer in order for the Subscriber to evaluate the merits and fully considered the risks of an investment in purchase of the Shares and Offered Securities, to the extent the Issuer possesses such information or can acquire it without unreasonable effort or expense; and (iii) The Subscriber has determined that the Shares Offered Securities are a suitable investment for the undersigned Subscriber and that the undersigned is able at this time and in the foreseeable future to Subscriber can bear the economic risk of a total complete loss of the undersignedSubscriber’s investment in investment; and (iv) The Subscriber realizes that it may not be able to resell readily any of the Company. Offered Securities purchased hereunder because (A) there may only be a limited market, if any exists, for any of the Offered Securities and (B) none of the Offered Securities has been registered under the “blue sky” laws; and (v) The undersigned acknowledges specifically Subscriber understands that a possibility the Issuer has the absolute right to refuse to consent to the transfer or assignment of total loss exists.the Offered Securities if such transfer or assignment does not comply with applicable state and federal securities laws; and i. In making its decision (vi) No representations or warranties have been made to purchase the Shares, the undersigned has relied solely upon independent investigation made Subscriber by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agencyIssuer, or any agreement officer, employee, agent, affiliate or subsidiary of the Issuer, other undertaking, to than the representations of the Issuer in this Agreement; and (vii) Any information which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, Subscriber has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject heretofore furnished to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation Issuer with respect to the Company or Subscriber’s financial position and business experience is correct and complete as of the Shares or date of this Agreement; and (viii) The foregoing representations, warranties and agreements shall survive the accuracy, completeness or adequacy sale of any information supplied to the undersigned Securities and acceptance by the Company. q. In connection with the issue and purchase Issuer of the Shares, the Placement Agent has not acted as the undersignedSubscriber’s financial advisor or fiduciarysubscription. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The Accordingly, the undersigned is not an entity formed for understands that the specific purpose offering of acquiring the SharesShares meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). b. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, the undersigned understands that the offering of the Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActAct (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(1½)” exemption), and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be immediately eligible for resale pursuant to Rule 144A 144 promulgated under the Securities Act. The undersigned understands and agrees , that Rule 144 will not be available until 12 months following the Shares will be subject to transfer restrictions closing and, as a result of these transfer restrictionsresult, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (risk factors provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in provided to the Disclosure Package undersigned is preliminary and subject to changechange and the Company is under no obligation to inform the undersigned regarding any such changes, and that any changes except to the information contained in extent such changes would reasonably be expected to cause the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms failure of the Transaction (other than Company to satisfy a condition to the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect Subscriber’s obligations at the undersigned’s obligation to purchase the Shares hereunderSubscription Closing. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for himself, herself or itself in the transactions completed herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersignedundersigned and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. k. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. l. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. n. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. o. The undersigned 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”)bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. p. No disclosure or offering document has been prepared by Xxxxx and Company, Xxxxxx Xxxxxxx & Co. LLC (the “Placement Agent”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. q. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. r. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Warrants and the Shares (collectively, the “Securities”) only for his, her or its own account and 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 issuance in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned Likewise, if Subscriber is a not an entity formed for a U.S. person (within the specific purpose meaning of acquiring Regulation S under the SharesSecurities Act), and Subscriber is organized or resident in the European Economic Area, Subscriber is (x) a “qualified investor” within the meaning of Regulation (EU) 2017/1129, as amended and (y) not a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments, as amended (the “Markets in Financial Instruments Directive”); or (b) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of the Markets in Financial Instruments Directive. b. The undersigned understands that the Shares Warrants are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that none of the Shares Securities have not been registered under the Securities Act. The undersigned understands that the Shares Warrants will be subject to the transfer limitations set forth therein and may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers only in compliance with state and sales that occur outside the United States 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, federal securities laws and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effectterms specified therein. The undersigned acknowledges that the Shares Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares Securities will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares Securities and may be required to bear the financial risk of an investment in the Shares Securities for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any Securities. For the avoidance of doubt, the Sharesundersigned acknowledges that the Company has no obligation to register the Warrants for issuance. c. The undersigned understands and agrees that the undersigned is purchasing Shares subscribing and accepting Warrants directly issued from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its any of their officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition subscription and acceptance and holding of the Shares Warrant will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received received, and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the SharesWarrant, the Company and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Warrants. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderSecurities. f. The undersigned became aware of this offering of the Shares Warrant solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares Warrants were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the SharesWarrants, nor were the Shares Warrants offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that none of the Shares Securities (i) were not was offered by any form of general solicitation or general advertising and (ii) to the knowledge of the undersigned, 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. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase issuance and ownership of the Shares, including those set forth in the Disclosure PackageSecurities. The undersigned is able to fend for itself in the transactions contemplated herein, 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 Shares, Securities and has the ability to bear the economic risks of such investment in the Securities and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase subscribe for and accept the SharesWarrants, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting undersigned and the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties, covenants and sale of the Sharesagreements contained herein. j. i. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares Securities or made any findings or determination as to the fairness of this investment. k. j. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. k. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. l. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares Warrants nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. m. The undersigned 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”)bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase issue the Shares Securities were legally derived. o. No disclosure or offering document has been prepared . The sanctions representation and undertaking in this Section 6(m) will not apply to any party hereto to which Council Regulation (EC) No. 2271/96 as amended (including as it forms part of domestic law in the United Kingdom by Xxxxx and Company, LLC virtue of the European Union (Withdrawal) Act 2018) (the “Placement AgentBlocking Regulation”) applies, if and to the extent that such representation and undertaking are or would be unenforceable by reason of breach of any provision of the Blocking Regulation (or any of its affiliates law or regulation implementing such Blocking Regulation in connection with the offer and sale any member state of the SharesEuropean Union or the United Kingdom). p. The Placement Agent n. As of the date of this Subscription Agreement the undersigned does not have, and its directorsduring the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned has not entered into, officers, employees, representatives and controlling persons have made no independent investigation 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 Company or the Shares or the accuracy, completeness or adequacy securities of any information supplied to the undersigned by the Company. q. In connection with . For purposes of this Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the issue Exchange Act, and purchase all types of direct and indirect stock pledges (other than pledges in the Sharesordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If foregoing, in case the undersigned is a resident or subject multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representation set forth above in this paragraph shall only apply with respect to the laws portion of Canada, assets managed by the undersigned hereby declares, represents, warrants and agrees as set forth in portfolio manager that made the attached Schedule B.investment decision to purchase the Securities covered by this Subscription Agreement.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company thatCompany, the Target and the Placement Agents (as defined below) as of the date hereof of this Subscription Agreement and as of the ClosingClosing Date that: a. (a) The undersigned Subscriber is (ia) a “qualified institutional buyer” an Institutional Account (as defined in FINRA Rule 144A under the Securities Act of 19334512(c)), as amended (the “Securities Act”)) or (iib) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act of 1933 as amended, (the “Securities Act”)) or (c) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in each case, satisfying the requirements as set forth on Schedule AA completed by the Subscriber, and is acquiring the Shares only for his, her or its own account and 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 (Act. The Subscriber agrees to notify the Company prior to the Closing in the event any of the information regarding the Subscriber and shall provide the requested information provided on Schedule A following changes prior to the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the SharesClosing. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to the transfer restrictions set forth in Section 9 and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and or agreements made to the undersigned Subscriber by the Company, or its officers or directorsdirectors or other representatives, expressly or by implication, other than those representations, warranties, covenants and agreements explicitly included in this Subscription Agreement. d. (d) The undersignedSubscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. (e) The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (Company’s filings with the “Disclosure Package”)SEC. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information from the Company concerning the Company and an investment in the Shares as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (f) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and the Company or a representative of the Company, X.X. Xxxxxx Securities LLC and Cantor Xxxxxxxxxx & Co. (the “Placement Agents”) and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisers), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees, and/or representatives of such persons (such parties referred to collectively as “Representatives”), on the other hand. The Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company, the Placement Agents and/or their respective Representatives. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Company, the Placement Agents or their respective Representatives), other than the representations and warranties by the Company contained in this Subscription Agreement, in making its investment or a representative of decision to invest in the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means, and none of the Company, the Placement Agents, or their respective Representatives acted as an investment adviser, broker or dealer to Subscriber. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing relationship with the Company, one of the Placement Agents or their respective affiliates. g. (g) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (h) The Subscriber acknowledges that the Subscriber (and not the Company) shall be responsible for any of the Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement. The Subscriber acknowledges that neither the Company nor any representative of the Company has provided, or will provide, the Subscriber with tax advice regarding the Shares, the Company or the execution of this Subscription Agreement, and the Company has advised the Subscriber to consult the Subscriber’s own tax advisor with respect to the tax consequences of each of the foregoing, including but not limited to any applicable elections, withholdings or other matters relating to the Shares, the Company or the execution of this Subscription Agreement. (i) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (j) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by the Placement Agent (as defined below) Company, Target, the Grosvenor Holders or any of their respective representatives concerning the Company or the Shares or the offer and sale of the Shares, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. j. (k) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (l) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (m) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory has been duly authorized to execute the same, and assuming this Subscription Agreement constitutes a valid and binding agreement of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating and similar Laws affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (n) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (o) The undersigned Subscriber is not, and has not at any time during the past five (5) years been, (i) a person or entity named on, or otherwise owned or controlled by or acting on behalf of, a person or entity named on, the List of Specially Designated Nationals and Blocked Persons List administered by the U.S. Treasury DepartmentDepartment of the Treasury’s Office of Foreign Assets Control (“OFAC”) or in on any Executive Order issued similar list of sanctioned persons maintained by the President of U.S. Government, the European Union or any European Union Member State, including the United States and administered by OFAC (“OFAC List”)Kingdom, or a person or entity with whom transactions are restricted or prohibited by any OFAC sanctions programprogram or any sanctions program of the European Union or any European Union Member State, including the United Kingdom or (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 directly or indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable lawLaw, provided that the undersigned Subscriber is permitted to do so under applicable lawLaw. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it Subscriber maintains policies and procedures reasonably designed for to ensure compliance with sanctions and export control laws in each of the screening of its investors against jurisdictions in which the OFAC sanctions programs, including the OFAC ListSubscriber operates. To the extent required, it Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. (p) The Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2 hereto at the Closing. The Subscriber understands and agrees that its obligations hereunder are not in any way contingent or otherwise subject to: (a) the consummation of any financing arrangements or obtaining any financing; or (b) the availability of any financing to the Subscriber or any of its Affiliates. (q) No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates Agents in connection with the offer and sale of the Shares. p. The . Each Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company Company, the Target or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned Subscriber or by the Company. q. Company or the Target. In connection with the issue issuance and purchase of the Shares, the Placement Agent has Agents have not acted in any capacity on the Subscriber’s behalf, including without limitation as the undersignedSubscriber’s financial advisor or fiduciary. r. If . On behalf of itself and its affiliates, the undersigned is a resident Subscriber (a) acknowledges that the Placement Agents shall have no liability or subject obligation to the laws Subscriber or its affiliates in respect of Canadathis Subscription Agreement or the transactions contemplated hereby and (b) releases each Placement Agent in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Agreement or the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.transactions contemplated hereby.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof of this Subscription Agreement and as of the ClosingClosing Date that: a. (a) The undersigned Subscriber is (i) a “qualified institutional buyer” an Institutional Account (as defined in FINRA Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”4512(c)) or and (ii) (x) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or (y) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in each case, satisfying the requirements as set forth on Schedule AA completed by the Subscriber, and is acquiring the Shares only for his, her or its own account and 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 (Act. The Subscriber agrees to notify the Company prior to the Closing in the event any of the information regarding the Subscriber and shall provide the requested information provided on Schedule A following changes prior to the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the SharesClosing. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States qualifying as “offshore transactions” 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 (iii) and (iii) ), in accordance with any applicable securities laws Laws of the states and other jurisdictions of the United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A 144 promulgated under the Securities ActAct until at least one year following the filing of certain required information with the SEC after the Closing Date and that the provisions of Rule 144(i) will apply to the Shares. The undersigned Subscriber understands and agrees that the Shares will be subject to the transfer restrictions set forth in Section 10 and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and or agreements made to the undersigned Subscriber by the Company, or its officers or directorsdirectors or other representatives, expressly or by implication, other than those representations, warranties, covenants and agreements explicitly included in this Subscription Agreement. d. (d) The undersignedSubscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar lawLaw. e. (e) The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s filings with the SEC and (ii) the “Disclosure Package”)summary of risks provided in the electronic data room established for the transactions contemplated hereby. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information from the Company concerning the Company and an investment in the Shares as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (f) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and the Company or a representative of (x) the Company, (y) CitiGroup Global Markets Inc. (“Citi”), X.X. Xxxxxx Securities LLC, JMP Securities LLC, Xxxxxxxxxxx & Co. Inc. and X.X. Xxxxxxxx & Co. (the “Placement Agents”) and/or (z) their respective Representatives, on the other hand. The Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company, the Placement Agents and/or their respective Representatives. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Company, the Placement Agents or their respective Representatives), other than the representations and warranties by the Company contained in this Subscription Agreement, in making its investment or a representative of decision to invest in the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means, and none of the Company, the Placement Agents, or their respective Representatives acted as an investment adviser, broker or dealer to Subscriber. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing relationship with the Company, one of the Placement Agents or their respective Affiliates. g. (g) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (h) The Subscriber acknowledges that the Subscriber (and not the Company) shall be responsible for any of the Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement. The Subscriber acknowledges that neither the Company nor any representative of the Company has provided, or will provide, the Subscriber with tax advice regarding the Shares, the Company or the execution of this Subscription Agreement, and the Company has advised the Subscriber to consult the Subscriber’s own tax advisor with respect to the tax consequences of each of the foregoing, including but not limited to any applicable elections, withholdings or other matters relating to the Shares, the Company or the execution of this Subscription Agreement. (i) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (j) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by the Placement Agent (as defined below) Company, Target or any of their respective Representatives concerning the Company or the Shares or the offer and sale of the Shares, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. j. (k) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (l) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (m) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory has been duly authorized to execute the same, and assuming this Subscription Agreement constitutes a valid and binding agreement of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating and similar Laws affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (n) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (o) The undersigned Subscriber is not, and has not at any time during the past five (5) years been, (i) a person or entity named on, or otherwise owned or controlled by or acting on behalf of, a person or entity named on, the List of Specially Designated Nationals and Blocked Persons List administered by the U.S. Treasury DepartmentDepartment of the Treasury’s Office of Foreign Assets Control (“OFAC”) or in on any Executive Order issued similar list of sanctioned persons maintained by the President of U.S. Government, the European Union or any European Union Member State, including the United States and administered by OFAC (“OFAC List”)Kingdom, or a person or entity with whom transactions are restricted or prohibited by any OFAC sanctions programprogram or any sanctions program of the European Union or any European Union Member State, including the United Kingdom or (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 directly or indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable lawLaw, provided that the undersigned Subscriber is permitted to do so under applicable lawLaw. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), to the undersigned extent required, the Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it Subscriber maintains policies and procedures reasonably designed for to ensure compliance with sanctions and export control laws in each of the screening of its investors against jurisdictions in which the OFAC sanctions programs, including the OFAC ListSubscriber operates. To the extent required, it Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. (p) The Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2 hereto at the Closing. The Subscriber understands and agrees that its obligations hereunder are not in any way contingent or otherwise subject to: (i) the consummation of any financing arrangements or obtaining any financing; or (ii) the availability of any financing to the Subscriber. (q) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of Shares hereunder. (r) Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act). (s) Subscriber has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the Company could become liable. (t) No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates Agents in connection with the offer and sale of the Shares. p. The . Each Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company Company, the Target or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned Subscriber or by the Company. q. Company or the Target. In connection with the issue issuance and purchase of the Shares, the Placement Agent has Agents have not acted in any capacity on the Subscriber’s behalf, including without limitation as the undersignedSubscriber’s financial advisor or fiduciary. Subscriber acknowledges that the Placement Agents shall have no liability or obligation to the Subscriber in respect of this Subscription Agreement or the transactions contemplated hereby. r. If (u) The Subscriber (for itself and for each account for which it is acquiring the undersigned Shares) acknowledges that it is a resident aware that Citi is acting as one of the Company’s placement agents and Citi is acting as financial advisor to Target in connection with the Merger. (v) Subscriber hereby waives any conflict of interest or subject similar claim against Citi arising out of Citi acting as one of the Company’s placement agents and Citi acting as financial advisor to the laws of CanadaTarget or any other activities, the undersigned hereby declaresrelationships or arrangements entered into as contemplated herein, represents, warrants and agrees as set forth in the attached Schedule B.that it will not assert any such conflict of interest or similar claim.

Subscriber Representations and Warranties. The undersigned Each undersigned, severally and not jointly, represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). Accordingly, the undersigned understands that the offering of the Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, the undersigned understands that the offering of Shares to the undersigned hereunder meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereofCompany, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States 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 United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in provided to the Disclosure Package undersigned is preliminary and subject to change, and that any changes to the information contained in the Disclosure Packagesuch information, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for itself in the transactions completed herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersignedundersigned and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent Agents (as defined below) or any of their respective affiliates or their respective control persons, officers, directors or employees concerning the Company or the Shares or the offer and sale of the Shares. j. k. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. l. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. n. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. o. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived. o. p. As of the date of this Subscription Agreement the undersigned does not have, and during the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned 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. For purposes of this Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. q. No disclosure or offering document has been prepared by UBS Securities LLC or Xxxxxxx Xxxxx and Company, & Co. LLC (collectively, the “Placement AgentAgents”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. r. The Placement Agent Agents and its their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. s. In connection with the issue and purchase of the Shares, the Placement Agent has Agents have not acted as the undersigned’s financial advisor or fiduciaryfiduciary or as an underwriter, initial purchaser, dealer or in any other such capacity. The Placement Agents shall not, nor shall any of their respective affiliates or their respective control persons, officers, directors or employees, be liable to the undersigned for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the undersigned’s purchase of the Shares. r. t. Neither Placement Agent has made, nor will it make, any representation or warranty, whether express or implied, of any kind or character, nor has it provided any advice or recommendation in connection with the transactions contemplated hereby. The Placement Agents will have no responsibility with respect to (A) any representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (B) the financial condition, business, or any other matter concerning the Company or the transactions contemplated hereby. u. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A hereto following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. c. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of cases (i) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing the Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company or the Placement Agents (as defined below) on behalf of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned is able to fend for himself, herself or itself in the transactions completed herein, 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 Shares, Shares and has the ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersignedundersigned and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) Agents concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, andin each case, if which would reasonably be expected to have a material adverse effect on the ability of the undersigned is not an individualto comply with the terms of this Subscription Agreement, and will not violate any provisions of the undersigned’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, undersigned’s signatory has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory and has been duly authorized by the undersigned to execute the samesame on behalf of the undersigned, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Nomura Securities International, Inc. or Xxxxxx, Xxxxxxxx & Company, LLC Incorporated (together, the “Placement AgentAgents”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. The Placement Agent Agents and its their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. . In connection with the issue and purchase of the Shares, the Placement Agent has Agents have not acted as the undersigned’s financial advisor or fiduciary. r. If the q. The undersigned is a resident has or subject has enforceable commitments to have, and at least one (1) business day prior to the laws of CanadaTransaction Closing Date will have, sufficient funds to pay the undersigned hereby declares, represents, warrants Purchase Price and agrees as set forth in consummate the attached Schedule B.Subscription Closing when required pursuant to this Subscription Agreement.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. (a) The undersigned Subscriber is (i) a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act of 19331933 as amended, as amended (the “"Securities Act”")) or (ii) an institutional “"accredited investor” " (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. (d) The undersigned’s Subscriber's acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. (e) The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company's filings with the Securities and Exchange Commission ("SEC"); and (ii) the “Disclosure Package”)filings with the SEC by Universal Hospital Services, Inc., a direct wholly owned subsidiary of UHS. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersigned’s Subscriber's professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersigned’s Subscriber's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (f) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. (g) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany's and Universal Hospital Services, Inc.'s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (h) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s Subscriber's investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (i) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by the Placement Agent Agents (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. (j) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (k) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (l) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned Subscriber is not an individual, will not violate any provisions of the undersigned’s Subscriber's charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned Subscriber is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. (m) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersigned’s Subscriber's right to rely on the truth, accuracy and completeness of the Company’s 's representations and warranties contained herein. n. (n) The undersigned 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 '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”"). The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “"BSA”"), as amended by the USA PATRIOT Act of 2001 (the “"PATRIOT Act”"), and its implementing regulations (collectively, the “"BSA/PATRIOT Act”"), the undersigned 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 the undersigned Subscriber and used to purchase the Shares were legally derived. o. (o) No disclosure or offering document has been prepared by Citigroup Global Markets Inc. or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx and Company, LLC Incorporated (the “"Placement Agent”Agents") or any of its their respective affiliates in connection with the offer and sale of the Shares. p. (p) The Placement Agent Agents and its each of their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned Subscriber by the Company. q. (q) In connection with the issue and purchase of the Shares, neither of the Placement Agent Agents has not acted as the undersigned’s Subscriber's financial advisor or fiduciary. r. If the undersigned is a resident or subject (r) Subject to the laws satisfaction of Canadathe terms and conditions of this Subscription Agreement, the undersigned hereby declares, represents, warrants and agrees as set forth in Subscriber will have sufficient funds to pay the attached Schedule B.subscription amount pursuant to Section 2 at the Closing.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx Cxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that: (a) The Subscriber is either a U.S. investor or a 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 the Subscriber was offered the Shares, it was, and as of the date hereof and as of hereof, the Closing: a. The undersigned Subscriber is (iA) a “qualified institutional buyer” (as defined in within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), ) as indicated in each case, satisfying the requirements set forth on Schedule Aquestionnaire attached as Exhibit A hereto, and (B) is acquiring the Shares only for his, her or its own account and (C) 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 (and shall provide the requested information on Schedule A following the signature page hereto)Act. The undersigned Subscriber is not an entity formed for the specific purpose of acquiring the Shares. b. (ii) Applicable to non-U.S. investors: The undersigned Subscriber has complied in all material respect with all applicable laws and regulations of the country of his residence that relate directly or indirectly to the Subscriber’s purchase of the Shares, wiring funds to the Company and otherwise complying with the Subscriber’s obligations under this Subscription Agreement. The Subscriber understands that the sale of the Shares is made pursuant to and in reliance upon Regulation S. The Subscriber is not a U.S. person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. The 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. The Subscriber understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. (b) The Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares issued at the Closing have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act and subject to any limitations set forth in Regulation S, 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 United States, and that any certificates representing the Shares shall contain a legend or restrictive notation to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. No governmental, administrative or other third-party consents, approvals, authorizations, registrations, declarations or filings (collectively, the “Consents and Filings”) are required, necessary or appropriate on the part of Subscriber in connection with the Subscriber’s purchase of the Shares pursuant to this Subscription Agreement, and if any Consents and Filings are required, such Consents and Filings have been properly obtained by the Subscriber. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by the Company, or any of its officers or directors, or any other person, expressly or by implication, (other than those representations, warranties, covenants and agreements included in this Subscription AgreementAgreement by the Company) or by implication. d. (d) The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has received and carefully reviewed the disclosure package attached hereto as Schedule C final prospectus (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-269470) relating to the initial public offering by the Company of 2,700,000 Shares of Common Stock of the Company and each filing made by the Company with the SEC following the filing of the Final Prospectus through the date of this Subscription Agreement (collectively, the “Disclosure PackageDocuments”). The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such the Company’s management questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedthe Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned Subscriber has conducted its own investigation of the Company and the Shares, and the Subscriber has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. The Subscriber further acknowledges that the information contained in the Disclosure Package Documents is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), Documents shall in no way affect the undersignedSubscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein. f. (e) The undersigned Subscriber became aware of this offering Offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company or an affiliate of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company Company, or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing relationship with the Company or an affiliate of the Company or the Placement Agent. The Subscriber has not had any contact with any firm claiming to act as a placement agent other than the Placement Agent. g. (f) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageDocuments, particularly under the captions “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Final Prospectus and in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter and nine-months ended March 31, 2023. The undersigned Subscriber is able to evaluate for itself the transactions contemplated herein and 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (g) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (h) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber and the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by the Placement Agent (as defined below) any other person concerning the Company or the Shares or the offer and sale of the Shares. 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 Shares. j. (i) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering this Offering of the Shares or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the Disclosure Documents. k. The undersigned (j) If an entity, the Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. . The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a material breach or default under or conflict with any law, statute, rule or regulation applicable to the 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned Subscriber is not an individual, will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned Subscriber is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. (k) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (l) The undersigned 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”)Person. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company(m) Neither the Subscriber, LLC (nor, to the “Placement Agent”) or Subscriber’s knowledge, any of its equity holders, managers, general or limited partners, directors, affiliates in connection or executive officers (collectively with the offer and sale Subscriber, the “Covered Persons”), are subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Shares by the SharesSubscriber will not subject the Company to any Disqualification Event. p. (n) The Placement Agent and Subscriber acknowledges its directors, officers, employees, representatives and controlling persons have made no independent investigation obligations under applicable securities laws with respect to the Company or the Shares or the accuracy, completeness or adequacy treatment of any non-public information supplied relating to the undersigned by the Company. q. In connection with (o) Subscriber has sufficient immediately available funds to pay the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciaryPurchase Price. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. (a) The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, 1933 as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effecteffect substantially consistent with the legend set forth in Section 7(b). The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. 144A. The undersigned Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber with respect to the Shares by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. (d) The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s and APX Group Holdings, Inc.’s filings with the Securities and Exchange Commission (the “Disclosure PackageSEC”); and (ii) certain business and legal due diligence materials with respect to Voyager provided to the Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedthe Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (e) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. (f) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s and APX Group Holdings, Inc.’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (g) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (h) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by anyone other than the Placement Agent (as defined below) Company concerning the Company or the Shares or the offer and sale of the Shares. j. (i) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (j) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (k) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable, or any other agreements to which it is party or to which its assets or business are subject. The signature of the Subscriber on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (l) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (m) The undersigned 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”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredrequired by law, 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 requiredrequired by law, it maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx (n) Subject to the satisfaction of the terms and Companyconditions of this Agreement, LLC the Subscriber will have sufficient funds to pay the Subscription Amount pursuant to Section 2 at the Closing. (the “Placement Agent”o) None of Fortress Mosaic Investor LLC, its Ultimate Parent Entity, or any of its affiliates their respective subsidiaries or Associates has an interest of five percent (5%) or greater in connection an entity that competes with Voyager in the offer field of: (i) home security monitoring services (including doorbell cameras), (ii) home energy management technology (i.e., auto-adjusting lighting or climate control), or (iii) “smart home” centralized home automation systems. For purposes of this Section 6(o), “Ultimate Parent Entity” and sale “Associate” are defined pursuant to 16 C.F.R. § 801.1(a)(3) and 16 C.F.R. § 801.1(d)(2), respectively. (p) The Subscriber acknowledges and agrees that this Agreement is being entered into in order to induce Voyager to enter into the Transaction Agreement and that Voyager is a third-party beneficiary of the SharesSubscriber’s commitment hereunder. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company and Holdco that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and Act. The undersigned shall provide the requested information on Schedule A following the signature page hereto)hereto and such information shall be true and accurate in all respects. The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation. c. The undersigned understands and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book-entry positions representing the Shares shall contain bear or reflect, as applicable, a restrictive legend to such effecteffect in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.”. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell offer, resell, pledge, transfer or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. d. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, Holdco, any of their respective affiliates or its officers any control persons, officers, directors, employees, partners, agents or directorsrepresentatives of any of the foregoing or any other person or entity, expressly or by implication, other than than, with respect to the Company, those representations, warranties, covenants and agreements included in this Subscription Agreement. d. e. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s)advisors, if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s)advisors, if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges and agrees that the information contained in provided to the Disclosure Package undersigned is preliminary and subject to change, and that any changes to the information contained in the Disclosure Packagesuch information, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. g. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. h. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decisiondecision and the undersigned has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Shares. h. i. Alone, or together with any professional advisor(s)advisors, the undersigned acknowledges and agrees that it has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. k. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”)bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectivelycollectively with the BSA, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and CompanyEarlyBirdCapital, LLC Inc. (the “Placement Agent”) ), Sxxxxx, Xxxxxxxx & Company, Incorporated (the “Holdco Advisor”), the Company or Holdco or any of its their respective affiliates in connection with the offer and sale of the Shares. p. The Placement Agent Agent, the Holdco Advisor and its their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, neither the Placement Agent nor the Holdco Advisor has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. s. The undersigned has sufficient funds to pay the purchase price pursuant to this Agreement.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned Subscriber (i), if an entity, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement. If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement. b. If Subscriber is not an individual, this Subscription Agreement has been duly executed and delivered by Subscriber. If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. 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. Subscriber (i) (A) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a501(a)(1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) or (13) under the Securities Act), in each case, ) satisfying the applicable requirements set forth on Schedule Annex A, or (B) understands that the sale of the Subscribed Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”), and acknowledges and agrees that he, she or it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined in Section 7701(a)(3) of the Code), is acquiring the Subscribed Shares in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Shares hereunder, (ii) is acquiring the Subscribed Shares only for his, her or 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, Subscriber has full investment discretion with respect to each such account, and not the full power and authority to make the acknowledgements, representations and agreements herein on behalf of any other account or person or 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 shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the SharesAct. b. The undersigned d. 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. The undersigned Subscriber understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act Act, except (i) to the Company or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(1½)” or to a non-U.S. persons person pursuant to offers and sales an offer or sale that occur occurred outside the United States within the meaning of Regulation S under the Securities Act Act), or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Actan ordinary course pledge such as a broker lien over account property generally and, and in each of cases (i) and (iii) i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of time. The undersigned Subscriber acknowledges and agrees that the Subscribed Shares will not be guaranteed to be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until the required Rule 144 holding period has elapsed. 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 Shares. Subscriber acknowledges and agrees that, at the time of issuance, the book entry position representing the Subscribed Shares will bear or reflect, as applicable, a legend substantially similar to the following: “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.” Nothing in this paragraph d, or any other provision of this Agreement, shall affect the Subscriber’s ability to sell Shares pursuant to the Registration Statement or any other shelf registration statement which is effective in respect of the Shares from time to time. c. The undersigned e. Subscriber understands and agrees that the undersigned Subscriber is purchasing the Subscribed Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants and or agreements made to the undersigned Subscriber by the Company, any of its affiliates or its officers any control persons, officers, directors, employees, partners, agents or directorsrepresentatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included of the Company set forth in this Subscription AgreementAgreement and/or in any other documentation entered into by the Company in connection with the Bridge Facility on which the Subscriber has reliance. d. The undersigned’s acquisition and holding f. In making its decision to purchase the Subscribed Shares, Subscriber has (i) conducted its own investigation of the Company and the Subscribed Shares will and has not constitute relied on any statements or result in a non-exempt prohibited transaction under Section 406 other information concerning the Company or the Shares or the offer and sale of the Employee Retirement Income Security Act Subscribed Shares, (ii) had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make a decision to purchase the Subscribed Shares, (iii) been offered the opportunity to ask questions of 1974the Company and received answers thereto, including on the financial information, as amendedit deemed necessary in connection with its decision to purchase the Subscribed Shares; and (iv) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares. g. Subscriber acknowledges that (i) the Company currently may have, Section 4975 and later may come into possession of, information regarding the Company that is not known to it and that may be material to a decision to enter into this transaction to purchase the Subscribed Shares (“Excluded Information”), (ii) it has determined to enter into this transaction to purchase the Subscribed Shares notwithstanding its lack of knowledge of the Internal Revenue Code of 1986Excluded Information, as amendedand (iii) the Company shall have no liability to it, or and Subscriber hereby to the extent permitted by law waives and releases any applicable similar law. e. The undersigned acknowledges and agrees that claims it may have against the undersigned has received such information as the undersigned deems necessary in order to make an investment decision Company with respect to the Shares. Without limiting the generality nondisclosure of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderExcluded Information. f. The undersigned h. Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, or their respective representatives or affiliates, and the Subscribed Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company Company, or a representative of the Companytheir respective representatives or affiliates. The undersigned Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to the undersignedSubscriber, by any other means. The undersigned 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. g. The undersigned i. Subscriber acknowledges that it is able to fend for itself and is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the Disclosure Package. The undersigned 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 the undersigned Subscriber has sought had an opportunity to seek, and has sought, such accounting, legal legal, business and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned 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 the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk risks of a total its prospective investment and can afford the complete loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss existssuch investment. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned 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. k. The undersigned has been duly formed l. Subscriber is not the target of economic or incorporated and is validly existing in good standing under financial sanctions or trade embargoes imposed, administered or enforced from time to time by the laws U.S. government, including those administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury or the U.S. Department of State, or the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom (“Sanctions”) including (i) a person or entity named on any Sanctions-related list of designated persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom (irrespective of its jurisdiction status vis-à-vis the European Union), such as the OFAC List of incorporation Specially Designated Nationals and Blocked Persons (the “SDN List”) or formation. l. The execution, delivery and performance in any Executive Order issued by the undersigned President of the United States and administered by OFAC, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) operating, organized, or resident in a country or territory that is itself the target of comprehensive Sanctions (as of the date of this Subscription Agreement are within Agreement, Cuba, Iran, North Korea, Syria, the powers Crimea region of Ukraine, the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersignedso-called Donetsk People’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuineRepublic, and the signatoryso-called Luhansk People’s Republic) (each a “Sanctioned Country”), (iv) the government of a Sanctioned Country or the Government of Venezuela, or (v) any person 50% or more owned, individually or in the aggregate, directly or indirectly, or controlled by any such person or persons or acting for or on behalf of such person or persons (collectively, “Sanctioned Persons”). No capital contribution or payment to the Company by the Subscriber and no distribution to the Subscriber shall cause the Company or any affiliate thereof to be in violation of any applicable Sanctions. The Subscriber has not engaged in any transactions or dealings in the past five years in violation of applicable Sanctions. The proceeds from the Subscriber’s investment in the Company will not be used for the purpose of funding, financing or facilitating any activities, business or transaction with any Sanctioned Person or in any Sanctioned Countries. Subscriber is not a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. 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 U.S. financial institution subject to the undersigned 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. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against Sanctions-related lists of designated persons, including the SDN 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. 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-l 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 or an owner of a separate account 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 Subscription Agreement. n. If Subscriber is an individualemployee benefit plan that is subject to Title I of ERISA, has legal competence and capacity a plan, an individual retirement account or other arrangement that is subject to execute Section 4975 of the same orInternal Revenue Code of 1986, if as amended (the undersigned “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 individual entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the undersignedCode, enforceable against the undersigned in accordance with its terms, except as may be limited or otherwise affected by Subscriber represents and warrants that (i) bankruptcyneither the Company nor, insolvencyto Subscriber’s knowledge, fraudulent conveyanceany of the Company’s affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, reorganizationor has been relied on for advice, moratorium 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 other laws relating to or affecting transfer the rights of creditors generally, Subscribed Shares and (ii) principles the acquisition and holding of equity, whether considered at law the Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or equitySection 4975 of the Code. m. o. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Subscribed Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to to, and agrees with, the Company thatand its affiliates as follows: (a) The Subscriber is acquiring the Offered Securities for the Subscriber’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Offered Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the date hereof Securities. (b) The Subscriber acknowledges the Subscriber’s understanding that the offering and as sale of the Closing: a. The undersigned Offered Securities is (i) a “qualified institutional buyer” (as defined in Rule 144A intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”)) or (iiby virtue of Section 4(a)(2) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each the provisions of cases (i) and (iii) in accordance with any applicable securities laws Rule 506 of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A Regulation D promulgated under the Securities ActAct (“Regulation D”) and Regulation S promulgated under the Securities Act (“Regulation S”). The undersigned understands In furtherance thereof, the Subscriber represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Subscriber realizes that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, basis for the undersigned foregoing exemptions may not be able to readily resell present, if, notwithstanding such representations, the Shares and may be required Subscriber has in mind merely acquiring Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intentions; (ii) The Subscriber has the financial ability to bear the financial economic risk of an investment in the Shares Subscriber’s investment, has adequate means for an indefinite period of time. The undersigned understands that it providing for the Subscriber’s current needs and personal contingencies and has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision need for liquidity with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction Company; and (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. iii) The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. If other than an investment in individual, the SharesSubscriber also represents it has not been organized for the purpose of acquiring the Offered Securities. (c) The Subscriber represents and warrants to the Company as follows: (i) The Subscriber has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from the undersigned Company or its representatives concerning the terms and conditions of the Offering, and other matters pertaining to this investment, and has sought been given the opportunity for a reasonable time prior to the date hereof to obtain such accountingadditional information in connection with the Company in order for the Subscriber to evaluate the merits and risks of purchase of the Offered Securities, legal and tax advice as to the undersigned extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (ii) The Subscriber has considered necessary to make an informed investment decision. h. Alone, or together not been furnished with any professional advisor(s), oral representation or oral information in connection with the undersigned offering of the Offered Securities; and (iii) The Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares Offered Securities are a suitable investment for the undersigned Subscriber and that the undersigned is able at this time and in the foreseeable future to Subscriber could bear the economic risk of a total complete loss of the undersignedSubscriber’s investment in investment; and (iv) The Subscriber is not relying on the Company. , or its affiliates with respect to economic considerations involved in this investment; and (v) The undersigned acknowledges specifically Subscriber realizes that it may not be able to resell readily any of the Securities purchased hereunder because (A) there may only be a possibility limited public market for any Securities and (B) none of total loss exists.the Securities have been registered under the “blue sky” laws; and i. In making its decision (vi) The Subscriber understands that the Company has the absolute right to purchase refuse to consent to the Shares, transfer or assignment of the undersigned has relied solely upon independent investigation Securities if such transfer or assignment does not comply with applicable state and federal securities laws; and (vii) No representations or warranties have been made to the Subscriber by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agencyCompany, or any agreement officer, employee, agent, affiliate or subsidiary of any of it, other undertaking, to than the representations of the Company in this Agreement; and (viii) Any information which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, Subscriber has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject heretofore furnished to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation Company with respect to the Company Subscriber’s financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information the Subscriber will immediately furnish such revised or the Shares or the accuracy, completeness or adequacy of any corrected information supplied to the undersigned Company; and (ix) The Subscriber has received and reviewed the Company’s Confidential Private Placement Memorandum dated as of August 9, 2013, as amended, and has had access to the reports of the Company filed pursuant to the Securities Exchange Act of 1934, as amended; and (x) The foregoing representations, warranties and agreements shall survive the sale of the Securities and acceptance by the Company. q. In connection with the issue and purchase Company of the Shares, the Placement Agent has not acted as the undersignedSubscriber’s financial advisor or fiduciary. r. If the undersigned is a resident or subject subscription. The Company represents and warrants to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees Subscriber as set forth in the attached Schedule B.follows:

Subscriber Representations and Warranties. The undersigned Subscriber acknowledges that the offering and sale of the Net Profit Rights is intended to be exempt from registration under the securities laws of the United States and all other applicable jurisdictions and hereby acknowledges, represents and warrants to the Company that, as all of the date hereof and as of the Closingfollowing: a. The undersigned Subscriber represents and warrants that it is (i) an individual, or a legal entity regulated under the laws of the jurisdiction set forth on the signature page hereto and the Subscribe is not “qualified institutional buyerU.S. Person” (as such term is defined in Rule 144A 902(k) of Regulations S promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, amended. The Subscriber acknowledges and agrees that it is acquiring the Shares only Net Profit Rights solely for his, her or its own account and not for the account of othersinvestment purposes only, and not on behalf of any other account or person or with a view to, or for, resale, distribution or fractionalization thereof in whole or in part; and no other person has a direct beneficial interest in such Net Profit Rights thereof or any portion thereof. The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Net Profit Rights for offer which the Subscriber is subscribing or sale in connection any part of the Net Profit Rights. The Subscriber does not control, nor is the Investor controlled by or under common control with, any distribution thereof other Subscriber or investor in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, No person or its officers or directors, expressly or by implication, persons other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. Subscriber has a beneficial interest subscribed hereunder. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Net Profit Rights do not constitute an equity investment in the Company and such rights are not publicly tradable and will not become publicly tradable and may not be assigned by Subscriber except in compliance with this Agreement. b. The Subscriber has received full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber. c. The Subscriber is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of its investment in the Net Profit Rights. The Subscriber further understands that the Company is in inception stage of development and has no Net Profit generating operations; the Company currently has no agreements or arrangements with any persons in connection therewith. d. The Subscriber is aware that no federal or state governmental agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Net Profit Rights or the Company, or (iii) guaranteed or insured any investment in the Net Profit Rights or any investment pertaining to the Company e. The Subscriber acknowledges its understanding that the offering and sale of the Net Profit Rights is intended to be exempt from registration under the securities laws of the United States and all other jurisdictions, and furthermore acknowledges, represents and warrants to all of the following: (i) The Subscriber acknowledges that the basis for the exemption from registration of the Net Profit Rights may not be present if, notwithstanding such information as representations, the undersigned deems necessary Subscriber is merely acquiring the Net Profit Rights for a short term fixed or short determinable period in order the future for less than one year, or for a market rise, or for sale if the market does not rise, provided, however, the Subscriber reserves the right to make an investment decision decisions regarding disposition of the Net Profit Rights at its own discretion; (ii) The Subscriber has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an his investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction Company; (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. iii) The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the SharesNet Profit Rights, and the undersigned represents it has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment not been organized for the undersigned and that purpose of acquiring the undersigned is able at this Net Profit Rights; (iv) The Subscriber has been provided an opportunity for a reasonable period of time and in prior to the foreseeable future to bear the economic risk date of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made signature by the undersigned. Without limiting the generality Subscriber of the foregoing, the undersigned has not relied on any statements or other this Agreement to obtain additional information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as Net Profit Rights, the Company and all other information to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company possesses such information or the Shares can acquire it without unreasonable effort or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Companyexpense. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed (i) the Company’s filings with the SEC and (ii) the disclosure package attached hereto as Schedule C provided to the undersigned, dated April 3, 2017 (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackagePackage and in the Company’s filings with the SEC. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxxxx, Xxxxx and Company, LLC & Co. or any of its respective affiliates (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. (a) The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, 1933 as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effecteffect substantially consistent with the legend set forth in Section 7(b). The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. 144A. The undersigned Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber with respect to the Shares by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. (d) The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s and APX Group Holdings, Inc.’s filings with the Securities and Exchange Commission (the “Disclosure PackageSEC”); and (ii) certain business and legal due diligence materials with respect to Voyager provided to the Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedthe Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (e) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. (f) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s and APX Group Holdings, Inc.’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (g) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (h) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by anyone other than the Placement Agent (as defined below) Company concerning the Company or the Shares or the offer and sale of the Shares. j. (i) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (j) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (k) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable, or any other agreements to which it is party or to which its assets or business are subject. The signature of the Subscriber on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (l) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (m) The undersigned 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”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredrequired by law, 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 requiredrequired by law, it maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx (n) Subject to the satisfaction of the terms and conditions of this Agreement, the Subscriber will have sufficient funds to pay the Subscription Amount pursuant to Section 2 at the Closing. (o) Assuming the Subscriber will hold no more than 10% of the Company’s issued and outstanding voting securities after giving effect to the Transaction (including the private placements contemplated thereby), LLC (the Subscriber qualifies for the “Placement Agent”) or any acquisition solely for the purpose of its affiliates in connection with investment exemption” under 16 C.F.R. § 802.9, and the offer and sale Subscriber’s acquisition of the SharesShares is therefore exempt from the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. p. (p) The Placement Agent Subscriber acknowledges and its directors, officers, employees, representatives agrees that this Agreement is being entered into in order to induce Voyager to enter into the Transaction Agreement and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase that Voyager is a third-party beneficiary of the Shares, the Placement Agent has not acted as the undersignedSubscriber’s financial advisor or fiduciarycommitment hereunder. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a an institutional “qualified institutional buyeraccredited investor” (as defined in within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and (ii) is acquiring the Shares only for his, her or 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares delivered at the Closing have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares delivered at the Closing shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s filings with the United States Securities and Exchange Commission (the “SEC”) and (ii) the investor disclosure package provided to the undersigned, dated September 22, 2017 (the “Investor Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such the Company’s management questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Investor Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Investor Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder, except as otherwise provided herein. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company Company, the Placement Agents or a representative of the CompanyCompany or Placement Agents, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company Company, the Placement Agents or a representative of the CompanyCompany or Placement Agents. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. For the avoidance of doubt, the undersigned did not become aware of this offering of the Securities by contact with any of C1’s representatives or any materials it received from C1 or its representatives. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Investor Disclosure PackagePackage and in the Company’s filings with the SEC. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) Agents concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the Investor Disclosure Package. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates Agents in connection with the offer and sale of the Shares. p. The Placement Agent Agents and its each of their members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has Agents have not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, and the Placement Agents (as defined below) as of the date hereof of this Subscription Agreement and as of the ClosingClosing Date that: a. (a) The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements as set forth on Schedule AA completed by the Subscriber, and is acquiring the Shares only for his, her or its own account and 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 (Act. The Subscriber agrees to notify the Company prior to the Closing in the event any of the information regarding the Subscriber and shall provide the requested information provided on Schedule A following changes prior to the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the SharesClosing. b. (b) The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 Laws of the states and other jurisdictions of the United States, and that any certificates or book entry account representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to the transfer restrictions set forth in Section 8 and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. (c) The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and or agreements made to the undersigned Subscriber by the Company, or its officers or directorsdirectors or other representatives, expressly or by implication, other than those representations, warranties, covenants and agreements explicitly included in this Subscription Agreement. d. (d) The undersignedSubscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar lawLaw. e. (e) The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (Company’s filings with the “Disclosure Package”)SEC. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information from the Company concerning the Company and an investment in the Shares as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. (f) The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and the Company or a representative of (x) the Company; (y) Citigroup Global Markets Inc., and Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx & Co. LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxxxxx & Co. Inc., CJS Securities, Inc., Colliers Securities, LLC and/or Xxxxxx & Company, LLC (the “Placement Agents”) and/or (z) their respective Representatives, on the other hand. The Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company, the Placement Agents and/or their respective Representatives. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Company, the Placement Agents or their respective Representatives), other than the representations and warranties by the Company contained in this Subscription Agreement, in making its investment or a representative of decision to invest in the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means, and none of the Company, the Placement Agents or their respective Representatives acted as an investment adviser, broker or dealer to Subscriber. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing relationship with the Company, one of the Placement Agents or their respective Affiliates. g. (g) The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageCompany’s filings with the SEC. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. (h) The Subscriber acknowledges that the Subscriber (and not the Company) shall be responsible for any of the Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement. The Subscriber acknowledges that neither the Company nor any representative of the Company has provided, or will provide, the Subscriber with tax advice regarding the Shares, the Company or the execution of this Subscription Agreement, and the Company has advised the Subscriber to consult the Subscriber’s own tax advisor with respect to the tax consequences of each of the foregoing, including but not limited to any applicable elections, withholdings or other matters relating to the Shares, the Company or the execution of this Subscription Agreement. (i) Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. (j) In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements or other information provided by the Placement Agent (as defined below) Company, Target or any of their respective Representatives concerning the Company or the Shares or the offer and sale of the Shares, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. j. (k) The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. (l) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (m) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicableOrganizational Documents. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory has been duly authorized to execute the same, and assuming this Subscription Agreement constitutes a valid and binding agreement of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating and similar Laws affecting creditors’ rights generally and subject, as to or affecting the rights of creditors generallyenforceability, and (ii) to general principles of equity, whether considered at law or equity. m. (n) Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (o) The undersigned Subscriber is not, and has not at any time during the past five (5) years been, (i) a person or entity named on, or otherwise owned or controlled by or acting on behalf of, a person or entity named on, the List of Specially Designated Nationals and Blocked Persons List administered by the U.S. Treasury DepartmentDepartment of the Treasury’s Office of Foreign Assets Control (“OFAC”) or in on any Executive Order issued similar list of sanctioned persons maintained by the President of U.S. Government, the European Union or any European Union Member State, including the United States and administered by OFAC (“OFAC List”)Kingdom, or a person or entity with whom transactions are restricted or prohibited by any OFAC sanctions programprogram or any sanctions program of the European Union or any European Union Member State, including the United Kingdom or (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 directly or indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable lawLaw, provided that the undersigned Subscriber is permitted to do so under applicable lawLaw. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it Subscriber maintains policies and procedures reasonably designed for to ensure compliance with sanctions and export control laws in each of the screening of its investors against jurisdictions in which the OFAC sanctions programs, including the OFAC ListSubscriber operates. To the extent required, it Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. (p) The Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2 hereto at the Closing. The Subscriber understands and agrees that its obligations hereunder are not in any way contingent or otherwise subject to: (i) the consummation of any financing arrangements or obtaining any financing; or (ii) the availability of any financing to the Subscriber or any of its Affiliates. (q) No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates Agents in connection with the offer and sale of the Shares. p. The . Each Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company Company, the Target or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned Subscriber or by the Company. q. Company or the Target. In connection with the issue issuance and purchase of the Shares, the Placement Agent has Agents have not acted in any capacity on the Subscriber’s behalf, including without limitation as the undersignedSubscriber’s financial advisor or fiduciary. On behalf of itself and its Affiliates, the Subscriber (i) acknowledges that the Placement Agents shall have no liability or obligation to the Subscriber or its Affiliates in respect of this Subscription Agreement or the transactions contemplated hereby and (ii) releases each Placement Agent in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Agreement or the transactions contemplated hereby. r. If (r) The Subscriber has received and reviewed the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as disclosure statements set forth in the on Schedule B attached Schedule B.hereto.

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to to, and agrees with, the Company that, and its affiliates as of the date hereof and as of the Closingfollows: a. (a) The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and Subscriber is acquiring the Shares only Securities for his, her or its his own account and as principal, not as a nominee or agent, for the account of othersinvestment purposes only, and not on behalf of any other account or person or with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for offer which the Subscriber is subscribing or sale any part of the Securities. (b) The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber. (c) The Subscriber is not subscribing for the Note or Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Subscriber in connection withwith investment securities generally. (d) The Subscriber understands that the Company is under no obligation to register the Securities under the Securities Act, or to assist the Subscriber in complying with the Securities Act or the securities laws of any distribution thereof state of the United States or of any foreign jurisdiction. (e) The Subscriber is (i) experienced in violation making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of its investment in the Securities. (f) The Subscriber acknowledges his understanding that the offering and sale of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the Subscriber made herein, the Subscriber further represents and warrants to and agrees with the Company and its affiliates as follows: (i) The undersigned understands Subscriber realizes that the Shares basis for the exemption may not be resoldpresent if, transferrednotwithstanding such representations, pledged or otherwise disposed of by the undersigned absent an effective registration statement under Subscriber has in mind merely acquiring the Securities Act except (i) to for a fixed or determinable period in the Company future, or for a subsidiary thereofmarket rise, or for sale if the market does not rise. The Subscriber does not have any such intention; (ii) The Subscriber has the financial ability to non-U.S. persons pursuant bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to offers and sales that occur outside his investment in the United States within the meaning of Regulation S under the Securities Act or Company; and (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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. The Subscriber also represents it has not been organized for the purpose of acquiring the Securities; and (iv) The Subscriber has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (v) The Subscriber has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Subscriber understands that the Company is a shell company, and as such the Securities issued by the Company are subject to further restrictions on their resale. (g) The Subscriber is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The Subscriber has relied solely on its own advisors. (h) No representations or warranties have been made to the Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Securities the Subscriber is not relying upon any representations other than those contained herein. (i) Each certificate representing the Securities shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIESARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT.” The Subscriber consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities set forth in this Section 2. (j) The Subscriber is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3). (k) The Subscriber understands that an investment in the SharesSecurities is a speculative investment which involves a high degree of risk and the potential loss of his entire investment. (l) The Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares Securities will not cause such overall commitment to become excessive. (m) The Subscriber has received all documents, records, books and determined that other information pertaining to the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the CompanyCompany that has been requested by the Subscriber. The undersigned acknowledges specifically that a possibility Subscriber has reviewed or received copies of total loss existsall reports and other documents filed by the Company with the Securities and Exchange Commission (the “SEC Documents”) and no other information has been provided to the Subscriber other than the information contained in the SEC Documents. i. In making its decision (n) The Subscriber represents and warrants to purchase the SharesCompany that all information that the Subscriber has provided to the Company, including, without limitation, the undersigned has relied solely upon independent investigation made by information in the undersigned. Without limiting Investor Questionnaire attached hereto or previously provided to the generality Company (the “Investor Questionnaire”), is correct and complete as of the foregoingdate hereof. (o) Other than as set forth herein, the undersigned has Subscriber is not relied on relying upon any statements other information, representation or other information provided warranty by the Placement Agent (as defined below) concerning the Company or the Shares any officer, director, stockholder, agent or the offer and sale representative of the SharesCompany in determining to invest in the Securities. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his or its investment in the Securities is suitable and appropriate for the Subscriber. j. (p) The undersigned understands and agrees Subscriber is aware that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or (i) made any findings finding or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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 made any recommendation or endorsement of the Cuban Assets Control Regulations, 31 C.F.R. Part 515Securities or the Company, or (iii) a non-U.S. shell bank guaranteed or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that insured any investment in the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) Securities or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have investment made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with (q) The Subscriber understands that the issue and purchase conversion price of the SharesNote and the exercise price of the Warrants offered hereby bear no relation to the assets, book value or net worth of the Placement Agent has not acted as Company and were determined arbitrarily by the undersigned’s financial advisor or fiduciary. r. If the undersigned Company. The Subscriber further understands that there is a resident substantial risk of further dilution on his or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth its investment in the attached Schedule B.Company.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned Subscriber is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates or book entry position statements representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will may not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned Subscriber understands and agrees that the undersigned Subscriber is purchasing Shares directly from the Company. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement, and the Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription Agreement. d. The undersignedSubscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned Subscriber acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)Subscriber by the Company. The undersigned Subscriber represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned Subscriber and such undersignedthe Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned Subscriber acknowledges that if any information provided to the Subscriber was based on projections, such projections would have been prepared based on assumptions and estimates that are inherently uncertain and 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. The Subscriber further acknowledges that the information contained in provided to the Disclosure Package is Subscriber may be preliminary and subject to change, and that any changes to the information contained in the Disclosure Packagesuch information, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)information, shall in no way affect the undersignedSubscriber’s obligation to purchase the Shares hereunder. f. The undersigned Subscriber became aware of this offering of the Shares solely by means of direct contact between the undersigned Subscriber and the Company or a representative of the Company, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company or a representative of the Company. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any U.S. state securities laws. g. The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned 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 Shares, and the undersigned Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decisiondecision and the Subscriber has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Shares. The Subscriber acknowledges that the Subscriber shall be responsible for any of the Subscriber’s tax liabilities that may arise as a result of the purchase and ownership of the Shares. h. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the Company. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by the undersignedSubscriber. Without limiting the generality of the foregoing, the undersigned The Subscriber has not relied on any statements or other information provided by anyone other than the Placement Agent (as defined below) Company concerning the Company or the Shares or the offer and sale of the Shares. The Subscriber acknowledges and agrees that the Subscriber (i) has received, and has had an adequate opportunity to review, such financial and other information as the Subscriber deems necessary in order to make an investment decision with respect to the Shares (including with respect to the Company and the business of the Company and its subsidiaries), (ii) has made its own assessment and (iii) is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. The Subscriber acknowledges that it has reviewed the documents made available to the Subscriber by the Company. The Subscriber represents and agrees that the Subscriber and the Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Subscriber and the Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. j. The undersigned Subscriber understands and agrees that no U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned Subscriber is not an individual, will not violate any provisions of the undersignedSubscriber’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned Subscriber is an individual, has legal competence and capacity to execute the same or, if the undersigned Subscriber is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”)bank. The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the Subscriber 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 the Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned Subscriber and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has Subscriber is not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, . p. The Subscriber has sufficient immediately available funds to pay the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.Tranche 1 Purchase Price pursuant to Section 2 of this Subscription Agreement.

Subscriber Representations and Warranties. The undersigned Each of the undersigned, severally and not jointly, represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) 501 of Regulation D under the Securities Act). Except to the extent that the undersigned will hold the Subscriber Securities as a nominee, in each case, satisfying the requirements set forth on Schedule A, and undersigned is acquiring the Shares Subscriber Securities only for his, her or its own account and 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 issuance in connection with, any distribution thereof in violation of the Securities Act (and shall provide or the requested information on securities laws of any other jurisdiction. The undersigned satisfied the requirements set forth in Schedule A following the signature page hereto). The , and shall provide the requested information set forth on Schedule A. If the undersigned is an entity, the undersigned was not an entity formed for the specific purpose of acquiring the SharesSubscriber Securities. b. The undersigned understands (i) is a sophisticated investor, experienced in investing in private equity 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 (ii) has exercised independent judgment in evaluating his, her or its participation in the subscription for and acceptance of the Subscriber Securities. c. The undersigned acknowledges and agrees that the Shares Subscriber Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares Subscriber Securities have not been registered under the Securities Act. The undersigned understands that the Shares Subscriber Securities may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent other than (i) pursuant to an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereofAct, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act Company, 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 United States, and that any certificates or book-entry positions representing the Shares being acquired by the Subscriber shall contain a legend to such effect, in the form set forth below, and that any certificates or book-entry positions representing the Warrants being acquired by the Subscriber shall contain a legend substantially in the form set forth in the Warrant Agreement. The undersigned acknowledges and agrees that the Shares Subscriber Securities will not initially be eligible for resale pursuant to Rule 144A 144 promulgated under the Securities Act. The undersigned understands and agrees that the Shares Subscriber Securities will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell resell, transfer, pledge or otherwise dispose of the Shares Subscriber Securities and may be required to bear the financial risk of an investment in the Shares Subscriber Securities for an indefinite period of time. The undersigned understands acknowledges and agrees that he, she or it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SharesSubscriber Securities. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) TO THE COMPANY, OR (iii) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. c. d. The undersigned understands and agrees that the undersigned is purchasing Shares subscribing and accepting Subscriber Securities directly issued from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by or on behalf of the Company, Amprius, or its officers or any of their respective officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity expressly or by implication, other than those representations, warranties, covenants and agreements included expressly set forth in this Subscription Agreement. d. The e. Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition subscription and acceptance and holding of the Shares Subscriber Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. f. The undersigned acknowledges and agrees that the undersigned has received received, and has had an adequate opportunity to review, such financial and other information as the undersigned deems necessary in order to make an investment decision with respect to the SharesSubscriber Securities and the Company, and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Subscriber Securities. Without limiting the generality of the foregoing, the undersigned acknowledges that he, she or it has reviewed the disclosure package attached hereto as Schedule C (documents provided to the “Disclosure Package”)undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderSubscriber Securities. f. g. The undersigned became aware of this offering Offering of the Shares Subscriber Securities solely by means of direct contact between the undersigned and the Company Company, Amprius or a representative of any of the Companyforegoing, and the Shares Subscriber Securities were offered to the undersigned solely by direct contact between the undersigned and the Company Company, Amprius or a representative of any of the Companyforegoing. The undersigned did not become aware of this offering of the SharesSubscriber Securities, nor were the Shares Subscriber Securities offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares Subscriber Securities (i) were not offered by any form of general solicitation or general advertising and (ii) to the knowledge of the undersigned, the Subscriber Securities 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. g. h. The undersigned acknowledges that he, she or it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackageSubscriber Securities. The undersigned is able to fend for himself, herself or itself in the transactions contemplated herein, 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 Shares, Subscriber Securities and has the ability to bear the economic risks of such investment in the Subscriber Securities and can afford a complete loss of such investment. The undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase subscribe for and accept the SharesSubscriber Securities, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting undersigned and the generality of the foregoingrepresentations, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer warranties, covenants and sale of the Sharesagreements contained herein. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering this Offering of the Shares Subscriber Securities or made any findings or determination as to the fairness of this investment. k. The If the undersigned is not a natural person, the undersigned has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with the power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, which, in each case, would reasonably be expected to have a material adverse effect on the legal authority of the undersigned to enter into and timely perform its obligations under this Subscription Agreement, and, if the undersigned is not an individuala natural person, will not conflict with or violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares Subscriber Securities nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided provided, however, that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it the undersigned maintains policies and procedures reasonably designed (a) 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 (b) to ensure that the funds held by the undersigned and used to purchase the Shares Subscriber Securities were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale As of the Shares. p. The Placement Agent date of this Subscription Agreement, the undersigned does not have, and its directorssince May 12, officers2022, employeesthe undersigned has not entered into, representatives and controlling persons have made no independent investigation 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 Company securities of the Company. For purposes of this Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the Shares or foregoing, in case the accuracyundersigned is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, completeness or adequacy of any information supplied the representation set forth above in this paragraph shall only apply with respect to the undersigned portion of assets managed by the Companyportfolio manager that made the investment decision to purchase the Subscriber Securities covered by this Subscription Agreement. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. p. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. q. The Subscriber acknowledges and agrees that the Company continues to review the SEC Guidance and its implications, including on the financial statements and other information included in its SEC Documents, and any restatement, revision or other modification of the SEC Documents relating to or arising from such review, any subsequent related agreements or other guidance from the Staff of the SEC shall be deemed not material for purposes of Section 5.i. r. The Subscriber, when required to deliver payment to the Company pursuant to Section 2 above, will have sufficient funds to pay the Subscription Price and consummate the sale, purchase and issuance of the Subscriber Securities pursuant to this Subscription Agreement.

Subscriber Representations and Warranties. The undersigned Subscriber represents and warrants to the Company Issuer and SPAC that: (a) At the time Subscriber was offered the PIPE Shares, it was, and as of the date hereof and as of the Closing: a. The undersigned hereof, Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), ) as indicated in each case, satisfying the requirements set forth on Schedule Aquestionnaire attached as Exhibit A hereto, and (ii) is acquiring the PIPE Shares only for his, her or its own account account, and 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 (and shall provide the requested information on Schedule A following the signature page hereto)Act. The undersigned Subscriber is not an entity formed for the specific purpose of acquiring the PIPE Shares. b. The undersigned (b) Subscriber understands that the PIPE Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the PIPE Shares delivered at the Closing will not have not been registered under the Securities Act. The undersigned Subscriber understands that the PIPE Shares 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 the undersigned Subscriber absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States 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 United States, and that any book-entry securities or certificates (if any) representing the PIPE Shares delivered at the Closing shall contain a legend or restrictive notation to such effect. The undersigned Subscriber acknowledges that the PIPE Shares will not immediately be eligible for resale pursuant to Rule 144A 144 promulgated under the Securities ActAct and that the PIPE Shares may not be sold pursuant to Rule 144 unless certain conditions are met, including, among other things, the existence of a public market for the PIPE Shares, the availability of certain current public information about the issuer, the resale following the required holding period under Rule 144 and the number of shares being sold during any three (3) month period not exceeding specified limitations. The undersigned Subscriber understands and agrees that the PIPE Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the PIPE Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the PIPE Shares. c. The undersigned (c) Subscriber understands and agrees that the undersigned Subscriber is purchasing the PIPE Shares directly from the CompanyIssuer. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and or agreements made to the undersigned Subscriber by the CompanyIssuer, SPAC or its any of their respective officers or directors, expressly or by implication, (other than those representations, warranties, covenants and agreements included in this Subscription Agreement and any other agreement entered into by Subscriber with respect to the Transactions) or by implication. Except for the representations, warranties, covenants and agreements of the Issuer and SPAC expressly set forth in this 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 PIPE Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Issuer, including all business, legal, regulatory, accounting, credit and tax matters. d. The undersigned(d) Subscriber’s acquisition and holding of the PIPE Shares 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 amendedamended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), or any applicable similar law. e. The undersigned (e) Subscriber acknowledges and agrees that the undersigned Subscriber has received such information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the PIPE Shares. Without limiting , including, with respect to the generality Issuer, SPAC and the Transaction and the business of the foregoing, the undersigned Issuer and its subsidiaries. Subscriber acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full access to and opportunity to ask such questions, receive such answers and obtain such financial and other information and an opportunity to review such information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the PIPE Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (if) 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. g. The undersigned Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the PIPE Shares. Subscriber is a sophisticated investor, including those set forth experienced in investing in private placement transactions and with the Disclosure Package. The undersigned has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits investment risks independently, both in general and risks of an with regard to all transactions and investment strategies involving a security or securities, and has exercised informed, independent judgment in evaluating its participation in the purchase of the PIPE Shares. (g) Subscriber became aware of this offering of the PIPE Shares solely by means of direct contact between Subscriber, the Issuer and SPAC, or their respective representatives, and the undersigned has sought such accountingPIPE Shares were offered to Subscriber solely by direct contact between Subscriber, legal the Issuer and tax advice SPAC, or their respective representatives, and, to the knowledge of Subscriber, not as a result of any general solicitation by the undersigned has considered necessary to make an informed investment decisionIssuer or SPAC. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined belowh) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the this offering of the PIPE Shares or made any findings or determination as to the fairness of this investment. k. The undersigned (i) 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. l. (j) The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned Subscriber is not an individual, will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned Subscriber is an individual, has legal competence and capacity to execute the same or, if the undersigned Subscriber is not an individual individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned (k) Subscriber is not not: (i) a person included on any Sanctions-related list of blocked or entity named on designated parties (including 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 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 or entity prohibited by any OFAC sanctions program, Specially Designated Narcotics Traffickers List, Specially Designated Terrorists List, Specially Designated Global Terrorists List, or the Annex to Executive Order No. 13224, or any list of persons subject to sanctions issued by the United Nations Security Council, HM Treasury of the United Kingdom, and the European Union); (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iii) owned fifty percent or more, directly or indirectly, by a person included on any Sanctions-related list of blocked or designated parties, as described in clauses (a) or (b) above; (iv) a person acting in his or her official capacity as a director, officer, employee, or agent of a person included on any Sanctions-related list of blocked or designated parties, as described in clauses (iiia) or (b) above; (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank bank; or (collectivelyvi) organized, incorporated, established, located, resident or born in, or a “Prohibited Investor”). The undersigned agrees to provide law enforcement agenciescitizen, if requested therebynational, such records as required by applicable lawor the government, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”)including any political subdivision, as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)agency, and its implementing regulations (collectivelyor instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the “BSA/PATRIOT Act”)Crimea region of Ukraine, the undersigned maintains policies so-called Luhansk People’s Republic and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredDonetsk People’s Republic, 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 the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.other country or

Subscriber Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to to, and agrees with, the Company that, and its affiliates as of the date hereof and as of the Closingfollows: a. (a) The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and Subscriber is acquiring the Shares only Securities for his, her or its his own account and as principal, not as a nominee or agent, for the account of othersinvestment purposes only, and not on behalf of any other account or person or with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for offer which the Subscriber is subscribing or sale any part of the Securities. (b) The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber. (c) The Subscriber is not subscribing for the Note or Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Subscriber in connection withwith investment securities generally. (d) The Subscriber understands that the Company is under no obligation to register the Securities under the Securities Act, or to assist the Subscriber in complying with the Securities Act or the securities laws of any distribution thereof state of the United States or of any foreign jurisdiction. (e) The Subscriber is (i) experienced in violation making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of its investment in the Securities. (f) The Subscriber acknowledges his understanding that the offering and sale of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the Subscriber made herein, the Subscriber further represents and warrants to and agrees with the Company and its affiliates as follows: (i) The undersigned understands Subscriber realizes that the Shares basis for the exemption may not be resoldpresent if, transferrednotwithstanding such representations, pledged or otherwise disposed of by the undersigned absent an effective registration statement under Subscriber has in mind merely acquiring the Securities Act except (i) to for a fixed or determinable period in the Company future, or for a subsidiary thereofmarket rise, or for sale if the market does not rise. The Subscriber does not have any such intention; (ii) The Subscriber has the financial ability to non-U.S. persons pursuant bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to offers and sales that occur outside his investment in the United States within the meaning of Regulation S under the Securities Act or Company; and (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 United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Package. The undersigned Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Shares, and the undersigned Securities. The Subscriber also represents it has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment not been organized for the undersigned and that purpose of acquiring the undersigned is able at this Securities; and (iv) The Subscriber has been provided an opportunity for a reasonable period of time and in prior to the foreseeable future date hereof to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other obtain additional information provided by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as Securities, the Company and all other information to the fairness of this investmentextent the Company possesses such information or can acquire it without unreasonable effort or expense. k. (v) The undersigned Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness carefully reviewed all of the Company’s representations and warranties contained herein. n. The undersigned is not filings under the Securities Exchange Act of 1934, as amended (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 InvestorExchange Act”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided Subscriber understands that the undersigned is permitted to do so under applicable law. If the undersigned Company is a financial institution shell company, and as such the Securities issued by the Company are subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares were legally derivedfurther restrictions on their resale. o. No disclosure or offering document has been prepared by Xxxxx and (g) The Subscriber is not relying on the Company, LLC (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation or agents with respect to the Company economic considerations involved in this investment. The Subscriber has relied solely on its own advisors. (h) No representations or the Shares or the accuracy, completeness or adequacy of any information supplied warranties have been made to the undersigned Subscriber by the Company. q. In connection with the issue and purchase , or any officer, employee, agent, affiliate or subsidiary of the SharesCompany, other than the Placement Agent has representations of the Company contained herein, and in subscribing for Securities the Subscriber is not acted as the undersigned’s financial advisor or fiduciaryrelying upon any representations other than those contained herein. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. (a) The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and (ii) is acquiring the Shares Purchased Securities only for his, her or its own account and not for the account of others, and not on behalf of any other account or person or person, and (iii) is not acquiring the Purchased Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the SharesPurchased Securities. b. (b) The undersigned understands that the Shares Purchased Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares Purchased Securities have not been registered under the Securities Act. The undersigned understands that the Shares Purchased Securities may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares Purchased Securities shall contain a legend to such effect. The undersigned acknowledges that the Shares Purchased Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares Purchased Securities will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares Purchased Securities and may be required to bear the financial risk of an investment in the Shares Purchased Securities for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SharesPurchased Securities. c. (c) The undersigned understands and agrees that the undersigned is purchasing Shares Purchased Securities directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. (d) The undersigned’s acquisition and holding of the Shares Purchased Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. (e) In making its decision to purchase the Purchased Securities, the undersigned has relied solely upon independent investigation made by the undersigned. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the disclosure package attached hereto as Schedule C (the “Disclosure Package”)Purchased Securities. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderPurchased Securities. f. (f) The undersigned became aware of this offering of the Shares Purchased Securities solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares Purchased Securities were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the SharesPurchased Securities, nor were the Shares Purchased Securities offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares Purchased Securities (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. g. (g) The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackagePurchased Securities. The undersigned 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 SharesPurchased Securities, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. (h) Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares Purchased Securities and determined that the Shares Purchased Securities are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined belowi) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares Purchased Securities or made any findings or determination as to the fairness of this investment. k. (j) The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. (k) The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and and, assuming the satisfaction of the conditions to closing in Section 4 of this Subscription Agreement, will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. (l) Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares Purchased Securities nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. (m) The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 the undersigned and used to purchase the Shares Purchased Securities were legally derived. o. No disclosure (n) The Purchase Price, together with the total amount paid by the undersigned for the Current Company Shares, is less than the maximum amount that the undersigned is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or offering document governing documents or otherwise. The undersigned has been prepared uncalled capital commitments or otherwise has available funds in excess of the Purchase Price and all other unfunded contractually binding equity commitments of the undersigned that are currently outstanding. (o) To the extent required under the HSR Act, the undersigned agrees to promptly following the date hereof make any required HSR Filings and agrees to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by Xxxxx and Companyrequesting early termination of the waiting period provided for under the HSR Act. Each party shall, LLC in connection therewith, use its commercially reasonable efforts to: (i) cooperate in all respects with the “Placement Agent”) other party or any of its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the offer and sale of the Shares. p. The Placement Agent and its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy other party reasonably informed of any information supplied to the undersigned communication received by the Company. q. In such party or its representatives from, or given by such party or its representatives to, any governmental authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding the issue and purchase of the SharesPurchased Securities; (iii) permit a representative of the other party and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any governmental authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such governmental authority or other person, give a representative or representatives of the other party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s representative is prohibited from participating in or attending any meetings or conferences, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject other party shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth cooperate in the attached Schedule B.filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the purchase of the Purchased Securities, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any governmental authority.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, and (ii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if the undersigned is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the undersigned has full investment discretion with respect to each such account, and not the full power and authority to make the acknowledgements, representations and agreements herein on behalf of any other account or person or each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page heretoA). The undersigned is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Shares shall contain a restrictive legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares, including, with respect to the Company, the Transaction and the business of DMS. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed (i) the Company’s filings with the Securities and Exchange Commission (the “SEC”) and (ii) the disclosure package attached hereto as Schedule C provided to the undersigned (the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder. f. The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure PackagePackage and in the Company’s filings with the SEC. The undersigned 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 Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided prepared by the Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned 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 the undersigned, enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 requiredrequired by applicable law, it the undersigned maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC Citigroup Global Markets Inc. or any of its respective affiliates (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that, as of the date hereof and as of the Closing: a. The undersigned is (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, ) satisfying the applicable requirements set forth on Schedule A, and (ii) is acquiring the Acquired Shares only for his, her or its own account and not for the account of others, or if the undersigned is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, the undersigned has full investment discretion with respect to each such account, and not the full power and authority to make the acknowledgements, representations and agreements herein on behalf of any other account or person or each owner of each such account, and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page heretoA). The undersigned is not an entity formed for the specific purpose of acquiring the Acquired Shares. b. The undersigned understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. The undersigned understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S 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 United States, and that any certificates representing the Acquired Shares shall contain will be subject to a restrictive legend to such effect. The undersigned acknowledges that the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares. c. The undersigned understands and agrees that the undersigned is purchasing Acquired Shares directly from the Company. The undersigned further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersigned’s acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order to make an investment decision with respect to the Acquired Shares, including, with respect to the Company, the Transaction and the business of Queso. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed (i) the disclosure package attached hereto as Schedule C Company’s filings with the Securities Exchange Commission (“SEC”) and (ii) the filings of CEC Entertainment, Inc., a direct subsidiary of Queso, with the SEC (collectively, the “Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. The undersigned further acknowledges that the information contained in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed)Transaction, shall in no way affect the undersigned’s obligation to purchase the Acquired Shares hereunder. f. The undersigned became aware of this offering of the Acquired Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Acquired Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Acquired 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. g. The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including those set forth in the Disclosure PackagePackage and in the Company’s filings with the SEC. The undersigned 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 Acquired Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision. h. Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Acquired Shares, the undersigned has relied solely upon independent investigation made by the undersigned. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agent (as defined below) concerning the Company or the Acquired Shares or the offer and sale of the Shares. j. The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. l. The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The undersigned’s signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory has been duly authorized to execute the same, and and, assuming that this Subscription Agreement constitutes a legal, the valid and binding obligation agreement of the undersignedCompany, this Subscription Agreement is enforceable against the undersigned 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. m. Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Acquired Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. n. The undersigned 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”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains written 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 requiredrequired by applicable law, it the undersigned maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned and used to purchase the Acquired Shares were legally derived. o. No disclosure or offering document has been prepared by Xxxxx and Company, LLC Citigroup Global Markets Inc. or any of its respective affiliates (the “Placement Agent”) or any of its affiliates in connection with the offer and sale of the Shares. p. The Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the undersigned’s financial advisor or fiduciary. r. If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

Subscriber Representations and Warranties. The undersigned Subscriber hereby represents and warrants to the Company HCIC and PubCo that, as of the date hereof and as of the Closing: a. The undersigned Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the requirements set forth on Schedule AA hereto, and is acquiring the Shares only for his, her or its own account and 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 (and shall provide the requested information on Schedule A hereto following the signature page hereto). The undersigned Accordingly, Subscriber understands that the offering of the Shares meets the exemptions from filing under Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5123(b)(1)(C) or (J). Subscriber is not an entity formed for the specific purpose of acquiring the Shares. b. The undersigned Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in business and finance transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, Subscriber understands that the offering meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). c. Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned Subscriber understands that the Shares may not be resold, transferred, pledged (other than pledges in the ordinary course of business as part of prime brokerage arrangements) or otherwise disposed of by the undersigned Subscriber absent an effective registration statement under the Securities Act Act, except (i) to the Company PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of cases (i) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the undersigned Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. c. The undersigned d. Subscriber understands and agrees that the undersigned Subscriber is purchasing the Shares directly from the CompanyPubCo. The undersigned Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned Subscriber by HCIC, PubCo, the Company, Plus Holdings or its any of their respective officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement. d. The undersignede. Either (i) Subscriber is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amendedERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. e. The undersigned f. Subscriber acknowledges and agrees that the undersigned Subscriber has received and has had an adequate opportunity to review, such financial and other information as the undersigned Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, Subscriber (for itself and, if applicable, for each account for which it is acquiring the undersigned Shares) acknowledges that it has reviewed the disclosure package attached hereto as Schedule C documents provided to Subscriber by HCIC and PubCo. Subscriber (for itself and, if applicable, for each account for which it is acquiring the “Disclosure Package”). The undersigned Shares) represents and agrees that the undersigned Subscriber and the undersignedSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, questions and receive such answers from HCIC and obtain PubCo or any person or persons acting on their behalf concerning the terms and conditions of an investment in the Shares, have obtained such materials or information as the undersigned Subscriber and such undersignedSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained Shares and have independently made their own analysis and decision to invest in the Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Disclosure Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction (other than the material terms set forth on Schedule D which shall not have materially changed), shall in no way affect the undersigned’s obligation to purchase the Shares hereunderShares. f. The undersigned g. Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the undersigned one hand, and PubCo, HCIC and/or their respective representatives or the Company or Placement Agents (as defined below) on behalf of HCIC as a representative result of the Companya pre-existing substantive relationship, and the Shares were offered to the undersigned Subscriber solely by direct contact between the undersigned Subscriber and the Company PubCo or a representative of the CompanyPubCo. The undersigned Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to the undersignedSubscriber, by any other means. The undersigned Subscriber acknowledges that none of the Company Placement Agents have acted as an underwriter with respect to the Shares or the transactions contemplated by this Subscription Agreement or as financial advisor or fiduciary to Subscriber. Subscriber acknowledges that PubCo represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. g. The undersigned h. Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able to fend for himself, including those set forth herself or itself in the Disclosure Package. The undersigned transactions completed herein, 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 Shares, Shares and has the undersigned ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. Subscriber has sought such accounting, legal and tax advice as the undersigned Subscriber has considered necessary to make an informed investment decision. h. i. Alone, or together with any professional advisor(s), the undersigned Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned Subscriber and that the undersigned Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersignedSubscriber’s investment in the CompanyPubCo. The undersigned Subscriber acknowledges specifically that a possibility of total loss exists. i. j. In making its decision to purchase the Shares, the undersigned Subscriber has relied solely upon independent investigation made by Subscriber and the undersignedrepresentations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned Subscriber has not relied on any statements statement, representation or other information provided warranty made by the Placement Agent (as defined below) Agents or any their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning HCIC, PubCo, the Company Company, Plus Holdings or the Shares or the offer and sale of the Shares. j. The undersigned k. Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. k. The undersigned l. Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. l. m. The execution, delivery and performance by the undersigned Subscriber of this Subscription Agreement are within the powers of the undersignedSubscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with 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 the undersigned Subscriber is a party or by which the undersigned Subscriber is bound, and, if the undersigned is not an individual, and will not violate any provisions of the undersignedSubscriber’s charter organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, signatory has legal competence and capacity to execute the same or, if the undersigned is not an individual the signatory and has been duly authorized by Subscriber to execute the samesame on behalf of Subscriber, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersignedSubscriber, enforceable against the undersigned Subscriber 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. m. n. Neither the due diligence investigation conducted by the undersigned Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned Subscriber herein shall modify, amend or affect the undersignedSubscriber’s right to rely on the truth, accuracy and completeness of the CompanyHCIC’s and PubCo’s representations and warranties contained herein. n. The undersigned o. Neither Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function 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 or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “OFAC ListSanctions Lists”), or a person or entity prohibited by any OFAC sanctions program, (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iiiv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned Subscriber is permitted to do so under applicable law. If the undersigned Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned 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 to ensure compliance with sanctions programs administered by OFAC, the European Union and any European Union member state, including the United Kingdom, including for the screening of its investors against the Sanctions Lists and 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 the undersigned Subscriber and used to purchase the Shares were legally derivedderived and were not obtained, directly or indirectly, from a Prohibited Investor. o. No p. Subscriber acknowledges that no disclosure or offering document has been prepared by Xxxxxxx Xxxxx and Company(Asia) L.L.C. or Barclays Capital Inc. (together, LLC (the “Placement AgentAgents”) or any of its their respective affiliates in connection with the offer and sale of the Shares. p. The q. Subscriber acknowledges that none of the Placement Agent and its directorsAgents nor any of their respective affiliates, nor any control persons, officers, directors, employees, agents or representatives and controlling persons of any of the foregoing have made no any independent investigation with respect to HCIC, PubCo, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned Subscriber by the Company. q. PubCo. In connection with the issue and purchase of the Shares, none of the Placement Agent has not Agents nor any of their affiliates have acted as the undersignedSubscriber’s financial advisor or fiduciary. r. If the undersigned is a resident Subscriber has or subject has enforceable commitments to have, and at least two (2) business days prior to the laws Transaction Closing Date will have, sufficient funds to pay the Purchase Price and consummate the Subscription Closing when required pursuant to this Subscription Agreement. s. Subscriber acknowledges that no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of Canada, a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in PubCo as a result of the undersigned hereby declares, represents, warrants purchase and agrees as set forth sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the attached Schedule B.United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over PubCo from and after the Transaction Closing as a result of the purchase and sale of Shares hereunder. t. Subscriber (for itself and, if applicable, for each account for which it is acquiring the Shares) acknowledges that it is aware that Xxxxxxx Sachs (Asia) L.L.C. is acting as one of HCIC’s Placement Agents and Xxxxxxx Xxxxx (Asia) L.L.C. is acting as financial advisor to the Company in connection with the Transaction.