425 Sample Contracts

Good Works Acquisition Corp.SUBSCRIPTION AGREEMENT (March 5th, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 4th day of March, 2021, by and among Good Works Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

Sustainable Opportunities Acquisition Corp.SPONSOR LETTER AGREEMENT (March 4th, 2021)

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), all other holders of SOAC Class B Shares, as set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (“SOAC”), and DeepGreen Metals Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). The Sponsor, the Other Class B Holders, SOAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

Sustainable Opportunities Acquisition Corp.TRANSACTION SUPPORT AGREEMENT (March 4th, 2021)

WHEREAS, on the date hereof, SOAC, 1291924 B.C. Unlimited Liability Company (“NewCo Sub”), DeepGreen Metals Inc. (the “Company”), entered into a business combination agreement (the ”Business Combination Agreement”), a copy of which has been provided to the Shareholder, pursuant to which, among other things, (i) SOAC will acquire all of the issued and outstanding Company Shares (as defined herein) from the shareholders of the Company (the “Company Shareholders”) in exchange for SOAC Common Shares and Company Earnout Shares by means of a statutory plan of arrangement (the ”Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British Columbia), (ii) the Company will become a wholly-owned Subsidiary of SOAC, and (iii) the Company and NewCo Sub will amalgamate to continue as one company, the whole upon and subject to the terms and conditions set forth in the Business Combination Agreement and the Arrangement;

Sustainable Opportunities Acquisition Corp.BUSINESS COMBINATION AGREEMENT BY AND AMONG SUSTAINABLE OPPORTUNITIES ACQUISITION CORP., 1291924 B.C. Unlimited Liability Company, AND DeepGreen Metals Inc. DATED AS OF MARCH 4, 2021 (March 4th, 2021)

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”). SOAC, NewCo Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

Reinvent Technology Partners ZFORM OF SUBSCRIPTION AGREEMENT (March 4th, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 3, 2021, by and between Reinvent Technology Partners Z, a Cayman Islands exempted company (“RTP”), and the undersigned subscriber (the “Investor”).

Reinvent Technology Partners ZSPONSOR SUPPORT AGREEMENT (March 4th, 2021)

This Sponsor Support Agreement (this “Agreement”) is dated as of March 3, 2021, by and among Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Hippo Enterprises Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

Sustainable Opportunities Acquisition Corp.FORM OF SUBSCRIPTION AGREEMENT (March 4th, 2021)

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, which shall migrate and be continued from the Cayman Islands to British Columbia, Canada and continued as a company in British Columbia prior to the closing of the Transaction (as defined herein) (“SOAC”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada, and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”), and the other parties thereto, pursuant to which, among other things, SOAC

Capitol Investment Corp. VAGREEMENT AND PLAN OF MERGER dated as of March 2, 2021 by and among Capitol Investment Corp. V, CAPITOL V MERGER SUB, INC., and DOMA HOLDINGS, INC. (March 3rd, 2021)

This Agreement and Plan of Merger (this “Agreement”), dated as of March 2, 2021, is entered into by and among Capitol Investment Corp. V, a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Capitol V Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Doma Holdings, Inc. (f/k/a States Title Holding, Inc.), a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 1.01 of this Agreement.

Capitol Investment Corp. VLOCK-UP AGREEMENT (March 3rd, 2021)
Capitol Investment Corp. VSUBSCRIPTION AGREEMENT (March 3rd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated March 2, 2021, is entered into by and between Capitol Investment Corp. V, a Delaware corporation (the “Company”), and the Subscriber listed on the signature page hereto (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Ascendant Digital Acquisition Corp.SUBSCRIPTION AGREEMENT (March 2nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 1, 2021, by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Beacon Street Group, Inc.) (the “Company”), and the undersigned subscriber (“Subscriber”).

Tailwind Acquisition Corp.FORM OF TRANSACTION SUPPORT AGREEMENT (March 2nd, 2021)

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March [●], 2021, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), QOMPLX, Inc., a Delaware corporation (the “Company”) (solely for purposes of Section 9, Section 10 and Section 6, Section 8 and Section 11 through Section 17 (to the extent related to Section 9 and Section 10)), and [●], a [●] (the “Stockholder”). Each of Tailwind, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

Tailwind Acquisition Corp.SUBSCRIPTION AGREEMENT (March 2nd, 2021)

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (the “Company”), and Rationem, LLC, in its capacity as representative of the Company Stockholders, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of Tailwind, on the terms and subject to the conditions set forth in the Transaction Agreement (such me

Tailwind Acquisition Corp.CONVERTIBLE NOTE PURCHASE AGREEMENT (March 2nd, 2021)

This Convertible Note Purchase Agreement (this “Agreement”), dated as of March 1, 2021, is entered into among QOMPLX, Inc., a Delaware corporation (the “Company”), the persons and entities (each individually, a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”), and Tailwind Acquisition Corp., a Delaware corporation (“SPAC”).

Tailwind Acquisition Corp.SUBSCRIPTION AGREEMENT (March 2nd, 2021)

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (the “Company”), and Rationem, LLC, in its capacity as representative of the Company Stockholders, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of Tailwind, on the terms and subject to the conditions set forth in the Transaction Agreement (such me

Tailwind Acquisition Corp.SPONSOR LETTER AGREEMENT (March 2nd, 2021)

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by and among Tailwind Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), QOMPLX, Inc., a Delaware corporation (the “Company”), solely for purposes of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing), Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and solely for the purposes of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing), each of the undersigned individuals (such individuals are hereinafter jointly referred to as the “Insiders”, and together with the Sponsor, collectively, the “Sponsor Parties”). The Sponsor, Tailwind, the Insiders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as de

Churchill Capital Corp IVChurchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor Agreement (February 23rd, 2021)

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp IV, a Delaware corporation (“SPAC”), Atieva, Inc., d/b/a Lucid Motors, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), and Air Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC, and hereby amends and restates in its entirety that certain letter, dated July 29, 2020, from Churchill Sponsor IV LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 10 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascr

Newborn Acquisition CorpAMENDMENT TO MERGER AGREEMENT (February 23rd, 2021)

This Amendment (this “Amendment”) to the Merger Agreement (the “Merger Agreement”), dated as of November 11, 2020, by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Parent”), NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nuvve Corporation, a Delaware corporation (the “Company”), and Ted Smith, an individual, as the representative of the stockholders of the Company (the “Stockholders’ Representative”), is entered into as of February 20, 2021, by and among the Parent, the Purchaser, the Merger Sub, the Company and the Stockholders’ Representative. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Merger Agreement.

Kentucky Bancshares Inc /Ky/PRICHARD AGREEMENT (February 23rd, 2021)

This Agreement (“Agreement”) is between and among Kentucky Bancshares, Inc., a Kentucky corporation, Kentucky Bank (Kentucky Bancshares, Inc. and Kentucky Bank and their respective successors by merger are referred to herein collectively as “Employer” except where the context clearly refers to one or the other), and Louis Prichard (“Executive”).

HighCape Capital Acquisition Corp.TRANSACTION SUPPORT AGREEMENT (February 23rd, 2021)

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 19, 2021, by and among HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of HighCape, Dr. Rothberg and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

Churchill Capital Corp IVSubscription Agreement (February 23rd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of February, 2021, by and between Churchill Capital Corp IV, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

Churchill Capital Corp IVINVESTOR RIGHTS AGREEMENT (February 23rd, 2021)

THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 22, 2021 (the “Effective Date”), is made by and among (i) Churchill Capital Corp IV, a Delaware corporation (“PubCo”); (ii) Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia (“Ayar”); (iii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this Investor Rights Agreement as Exhibit A under the heading “Lucid Insiders” (collectively, the “Lucid Insiders”) and; (iv) Churchill Sponsor IV LLC, a Delaware limited liability company. Each of PubCo, Ayar, the Lucid Insiders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.”

Rodgers Silicon Valley Acquisition CorpSUBSCRIPTION AGREEMENT (February 22nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement” or the “Agreement”) is entered into this ___ day of February, 2021, by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Pubco”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).

NextGen Acquisition CorpFORM OF SPONSOR SUPPORT AGREEMENT (February 22nd, 2021)

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February [__], 2021, by and among NextGen Sponsor LLC, a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Xos, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NextGen Acquisition CorpFORM OF STOCKHOLDER SUPPORT AGREEMENT (February 22nd, 2021)

This Stockholder Support Agreement (this “Agreement”) is dated as of February [__], 2021, by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder”, and collectively, the “Company Stockholders”), and Xos, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

Northern Star Investment Corp. IIFORM OF SPONSOR SUPPORT AGREEMENT (February 22nd, 2021)

This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2021, is entered into by and among Northern Star II Sponsor LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Annex A hereto (together with the Sponsor Holdco, each a “Sponsor” and together, the “Sponsors”), Northern Star Investment Corp. II, a Delaware corporation (“Parent”) and Apex Clearing Holdings LLC, a Delaware limited liability company (the “Company”). Each of Sponsors, Parent and the Company are individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NSIC II-A Merger LLC, a Delaware limited liability company (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limit

Rodgers Silicon Valley Acquisition CorpCOMPANY STOCKHOLDER SUPPORT AGREEMENT (February 22nd, 2021)

This Company Stockholder Support Agreement (this “Agreement”) is dated as of February ___, 2021, by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Enovix Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Rodgers Silicon Valley Acquisition CorpLOCK-UP AGREEMENT (February 22nd, 2021)

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2021, by and between the undersigned (the “Holder”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

Rodgers Silicon Valley Acquisition CorpAGREEMENT AND PLAN OF MERGER by and among RODGERS SILICON VALLEY ACQUISITION CORP. RSVAC MERGER SUB INC., AND ENOVIX CORPORATION Dated as of February 22, 2021 (February 22nd, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2021, is entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Parent”), RSVAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Enovix Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.13.

Rodgers Silicon Valley Acquisition CorpAMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 22nd, 2021)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of [●], 2021, and entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), Rodgers Capital, LLC, a California limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.15 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in that certain Agreement and Plan of Merger by and among the Company, Enovix Corporation, a Delaware corporation (“Enovix”), and RSVAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, dated as of February 22, 2021 (the “Merger Agreement”).

NextGen Acquisition CorpAMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 22nd, 2021)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among (i) Xos, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation); (ii) NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) certain former stockholders of [Legacy Xos] (formerly known as Xos, Inc.), a Delaware corporation (“Xos”) set forth on Schedule I hereto (the “Xos Holders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

Rodgers Silicon Valley Acquisition CorpLOCK-UP AGREEMENT (February 22nd, 2021)

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the undersigned (the “Holder”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

Osprey Technology Acquisition Corp.FORM OF SUBSCRIPTION AGREEMENT (February 22nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 17, 2021, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).

Northern Star Investment Corp. IIAGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR INVESTMENT CORP. II, NSIC II-A MERGER LLC, NSIC II-B MERGER LLC, APEX CLEARING HOLDINGS LLC and, solely for the purposes of Section 5.21 herein, PEAK6 INVESTMENTS LLC DATED AS OF FEBRUARY ... (February 22nd, 2021)

THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 21, 2021, by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub I”), NSIC II-B Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs” and each a “Merger Sub”), Apex Clearing Holdings LLC, a Delaware limited liability company (“Company”), and, solely for the purposes of Section 5.21, PEAK6 Investments LLC (“PEAK6”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Subs and the Company shall be referred to herein, individually, as a “

NextGen Acquisition CorpFORM OF SUBSCRIPTION AGREEMENT (February 22nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February [_], 2021, by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen”), and the undersigned subscriber (the “Investor”).