SPECIALTY
RENAL PRODUCTS, INC.


 


SERIES
A PREFERRED STOCK PURCHASE AGREEMENT


 


THIS
SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 5, 2018 by and among
Specialty Renal Products, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit
A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).


 


WHEREAS,
on the date hereof, the Company desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares
of Series A Preferred Stock on the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.
Purchase and Sale of Preferred Stock.


 


1.1
Sale and Issuance of Series A Preferred Stock.


 


(a)
The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined
below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated
Certificate”).


 


(b)
Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Initial Closing and the Company
agrees to sell and issue to each Purchaser at the Initial Closing that number of shares of Series A Preferred Stock, set forth
opposite each Purchaser’s name on Exhibit A, at a purchase price of $5.00 per share. The shares of Series A Preferred
Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional
Shares, as defined below) shall collectively be referred to in this Agreement as the “Shares.”


 


1.2
Closing; Delivery.


 


(a)
The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m.,
on the date of this Agreement, or at such other time and place as the Company and the Purchasers representing a majority of the
Shares to be sold mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”).
In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise
specified.


 


(b)
At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser
at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account
designated by the Company, by cancellation or conversion of indebtedness of the Company to the Purchaser, or by any combination
of such methods.


 




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1.3
Sale of Additional Shares of Preferred Stock.


 


(a)
After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to
that number of additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or similar recapitalization affecting such shares) of Series A Preferred Stock that is equal to 600,000 shares of Series A Preferred
Stock less the number of shares actually issued and sold by the Company at the Initial Closing and any other Closing (the “Additional
Shares”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Board
of Directors of the Company (the “Board”), including at least one of the Series A Directors (as such term is
defined in the Restated Certificate), and holders of a majority of the then outstanding shares of Series A Preferred Stock (the
“Requisite Investors”); provided that, (i) such subsequent sale is consummated prior to ninety (90)
days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined
below), by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this
Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing
such Additional Shares. In the event that the Company elects to offer the Additional Shares, such Additional Shares shall be subject
to the timing and manner of Closings as set forth in this Section 1.3.


 


1.4
Use of Proceeds. The Company will use the proceeds from the sale of the Shares to fund product development, market launch
and for working capital for subsequent operations and other general corporate purposes.


 


1.5
Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement
shall be construed to have the meanings set forth or referenced below.


 


(a)
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls,
is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member,
officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general
partners or managing members of, or shares the same management company with, such Person. For purposes of this definition, the
terms “controlling,” “controlled by,” or “under common control with”
shall mean the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract, or otherwise, or (b) the power to elect or appoint
at least 50% of the directors, managers, general partners, or persons exercising similar authority with respect to such Person.


 


(b)
“Business Day” means a weekday on which banks are open for general banking business in New York, New York.


 



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(c)
“Code” means the Internal Revenue Code of 1986, as amended.


 








(d)
“Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule
506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)
“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications,
service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary
rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments
of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by
the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.


 


(f)
“Indemnification Agreements” means the agreements between the Company and the directors and Purchaser Affiliates
designated by any Purchaser entitled to designate a member of the Board pursuant to the Voting Agreement, dated as of the date
of the Initial Closing, in the form of Exhibit D attached to this Agreement.


 


(g)
“Investors’ Rights Agreement” means the agreement among the Company and the Purchasers dated as of the
date of the Initial Closing, in the form of Exhibit E attached to this Agreement.


 


(h)
“Key Employee” means any executive-level employee of the Company.


 


(i)
“Knowledge” including the phrase “to the Company’s knowledge” shall mean the actual
knowledge after reasonable investigation of Daron Evans and Andrew Astor.


 


(j)
“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets),
liabilities, financial condition, property, prospects, or results of operations of the Company.


 


(k)
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity.


 


(l)
“Purchaser” means each Purchaser who is initially a party to this Agreement and any Additional Purchaser who
becomes a party to this Agreement at a subsequent Closing under Subsection (b).


 


(m)
“Right of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers, and certain
other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this
Agreement.


 


(n)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 




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(o)
“Shares” means the shares of Series A Preferred Stock issued at the Initial Closing and any Additional Shares
issued at a subsequent Closing under Subsection 1.2(b).


 


(p)
“Transaction Agreements” means this Agreement, the Investors’ Rights Agreement, the Voting Agreement,
Right of First Refusal and Co-Sale Agreement and the Indemnification Agreements.


 


(q)
“Voting Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of
the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.


 


2.
Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except
as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be
part of the representations and warranties made hereunder, the following representations are true and complete as of the date
of the Initial Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to
the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection
of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is reasonably
apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.


 


For
purposes of these representations and warranties (other than those in Subsections 2.2, 2.3, 2.4, 2.5,
and 2.6), the term the “Company” shall include any subsidiaries of the Company, unless otherwise noted
herein.


 


2.1
Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its
business as presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.


 


2.2
Capitalization.


 


(a)
The authorized capital of the Company consists, immediately prior to the Initial Closing (but after giving effect to the filing
of the Restated Certificate), of:


 


(i)
5,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), 1,000,000 shares of which
are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly
authorized, are fully paid and nonassessable and were issued in material compliance with all applicable federal and state securities
laws. The Company holds no Common Stock in its treasury.


 


(ii)
600,000 shares of Preferred Stock, all of which have been designated Series A Preferred Stock, none of which are issued and outstanding
immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated
Certificate and as provided by the Delaware General Corporation Law. The Company holds no Preferred Stock in its treasury.


 




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(b)
Except for (A) the conversion privileges of the Shares to be issued under this Agreement, and (B) the rights provided in Section
4 of the Investors’ Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company
any shares of Common Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common
Stock or Series A Preferred Stock. The Company does not have any shares reserved for issuance under any equity incentive or purchase
plan. All outstanding shares of the Company’s Common Stock will be subject to Sections 2 and 5 of the Right of First Refusal
and Co-Sale Agreement.


 


2.3
Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant
in any joint venture, partnership or similar arrangement.


 


2.4
Authorization. All corporate action required to be taken by the Board and stockholders in order to authorize the Company
to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion
of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary
for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction
Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior
to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained
in the Investors’ Rights Agreement and the Indemnification Agreements may be limited by applicable federal or state securities
laws.


 


2.5
Valid Issuance of Shares.


 


(a)
The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement,
will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer
under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed
by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject
to the filings described in Subsection 2.6 below, the Shares will be issued in compliance with all applicable federal and
state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance
in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions
on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws
and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section
3 of this Agreement, and subject to Subsection 2.6 below, the Common Stock issuable upon conversion of the Shares will
be issued in compliance with all applicable federal and state securities laws.


 




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


 


2.6
Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3
of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which
will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws, which have been made or will be made in a timely manner.


 


2.7
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to
the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company
arising out of their employment or board relationship with the Company; (ii) to the Company’s knowledge that questions the
validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated
by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees
is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no
action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes,
without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known
to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection
with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their
obligations under any agreements with prior employers.


 




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2.8
Intellectual Property. Section 2.8 of the Disclosure Schedule lists all Company Intellectual Property material to
the conduct of its business as now conducted. The Company owns or possesses or believes it can acquire on commercially reasonable
terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights
of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the
Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
Other than with respect to commercially available software products under standard end-user object code license agreements, there
are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the
Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with
respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary
rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated,
or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets,
mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses
to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases
or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s
knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends
to hire) made prior to their employment by the Company. Each employee and consultant has assigned to the Company all intellectual
property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to
be conducted. The Company has not embedded any open source, copyleft or community source code in any of its products generally
available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser
General Public License or similar license arrangement. For purposes of this Subsection 2.8, the Company shall be deemed
to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice
of such patent right as determined by reference to United States patent laws.


 


2.9
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate
or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed
on the Disclosure Schedule, or (v) of any provision of federal or state statute, rule or regulation applicable to the Company,
the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements
and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such
provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of
any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any
material permit or license applicable to the Company.


 


2.10
Agreements; Actions.


 


(a)
Except for the Transaction Agreements and other than as described on Section 2.10 of the Disclosure Schedule, there are
no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it
is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, (ii) the
license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of
rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s
exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company
with respect to infringements of proprietary rights.


 




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(b)
The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class
or series of its capital stock, (ii) incurred any indebtedness for money borrowed, (iii) incurred any other liabilities individually
in excess of $25,000 or in excess of $50,000 in the aggregate that will be outstanding following the Initial Closing, (iii) made
any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed
of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a)
and (b) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and
proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each
other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.


 


(c)
The Company is not a guarantor or indemnitor of any indebtedness of any other Person.


 


2.11
Certain Transactions.


 


(a)
Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification
agreements approved by the Board, (iii) the purchase of shares of the Company’s capital stock and the issuance of options
to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board (previously
provided to the Purchasers or their counsel), and (iv) customary employment agreements, offer letters and consulting agreements,
there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants
or Key Employees, or any Affiliate thereof.


 


(b)
The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses
or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred
in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available
to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or
any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, to the Company’s knowledge, have
any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any
of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct
or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a
business relationship, or any firm or corporation which competes with the Company except that directors, officers, employees or
stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly
traded companies that may compete with the Company; or (iii) financial interest in any contract with the Company.


 




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2.12
Rights of Registration and Voting Rights. Except as provided in the Investors’ Rights Agreement, the Company is not
under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable
upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated
in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares
of the Company.


 


2.13
Property. The property and assets that the Company owns are owned free and clear of all mortgages, deeds of trust, liens,
loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances
and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such
property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its
knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such
property or assets. The Company does not own any real property.


 


2.14
Employee Matters.


 


(a)
Since its inception through the date hereof, the Company has not had any employees. Except as set forth at Section 2.14
of the Disclosure Schedule, the Company does not currently engage any consultants or independent contractors. Section 2.14
of the Disclosure Schedule sets forth a detailed description of all compensation, including salary, bonus, severance obligations
and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company and
a list of all employment agreements, offer letters and consulting agreements.


 


(b)
The Company is not delinquent in payments to any of its consultants, or independent contractors for any wages, salaries, commissions,
bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed
to such consultants or independent contractors. The Company has complied in all material respects with all applicable state and
federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours,
worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is
holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company
and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.


 


(c)
The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that
are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Board.


 


(d)
The Company does not maintain, nor has it established, sponsored, participated in or contributed to, an employee benefit plan,
which is subject to the Employee Retirement Security Act of 1974, as amended.


 




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(e)
The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral,
express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge
of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or
other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material
Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.


 


(f)
To the Company’s knowledge, none of the Key Employees or directors of the Company has been (a) subject to voluntary or involuntary
petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar
officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment or decree (not subsequently
reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging,
or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other
type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in
a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal
or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed,
suspended, or vacated.


 


2.15
Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which
have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which
are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable
federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local
and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations
with respect to taxes for any year.


 


2.16
Insurance. The Company has in full force and effect insurance policies concerning such casualties as would be reasonable
and customary for companies like the Company with extended coverage, sufficient in amount (subject to reasonable deductions) to
allow it to replace any of its properties that might be damaged or destroyed.


 


2.17
Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business,
the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material
respect under any of such franchises, permits, licenses or other similar authority.


 


2.18
Corporate Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The
copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders
and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately
reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect
to all transactions referred to in such minutes.


 




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2.19
Real Property Holding Corporation. The Company is not now and has never been a “United States real property holding
corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the
Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such regulations.


 


2.20
Qualified Small Business Stock. As of and immediately following the Closing: (i) the Company will be an eligible corporation
as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code
Section 1202(c)(3)(B) during the one (1) year period preceding the Initial Closing, except for purchases that are disregarded
for such purposes under Treasury Regulation Section 1.1202-2, and (iii) the Company’s aggregate gross assets, as defined
by Code Section 1202(d)(2), at no time between its incorporation and through the Initial Closing have exceeded $50 million, taking
into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3);
provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages
arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability
or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly
negligent or fraudulent.


 


2.21
Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across
national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any
customers, prospective customers, employees and/or other third parties (collectively “Personal Information”),
the Company is and has been, to the Company’s knowledge, in compliance with all applicable laws in all relevant jurisdictions,
the Company’s privacy policies and the requirements of any contract or codes of conduct to which the Company is a party.
To the Company’s knowledge, the Company has commercially reasonable physical, technical, organizational and administrative
security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against
unauthorized access, use and/or disclosure. To the Company’s knowledge, the Company is and has been in compliance in all
material respects with all laws relating to data loss, theft and breach of security notification obligations.


 


2.22
Disclosure. The Company has made available to the Purchasers all the information reasonably available to the Company that
the Purchasers have requested in writing for deciding whether to acquire the Shares. No representation or warranty of the Company
contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchasers
at the Closing, and no other information provided to the Purchasers by the Company in writing in connection with the transactions
contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has
not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information
customarily furnished to purchasers of securities.


 




    	11



    	 



    

 


3.
Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally
and not jointly, that:


 


3.1
Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements
to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations
of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally,
and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or
(b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable
federal or state securities laws.


 


3.2
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to
be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents
that the Purchaser does not presently 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 Shares. The Purchaser has not been formed
for the specific purpose of acquiring the Shares.


 


3.3
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity
to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties
of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon.


 


3.4
Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.
The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock
into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to
the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able
to satisfy.


 




    	12



    	 



    

 


3.5
No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made
no assurances that a public market will ever exist for the Shares.


 


3.6
Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares,
may be notated with one or all of the following legends:


 


“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(a)
Any legend set forth in, or required by, the other Transaction Agreements.


 


(b)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the
certificate, instrument, or book entry so legended.


 


3.7
Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


3.8
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the
Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and
continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s
jurisdiction.


 


3.9
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or
partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or
(b) published any advertisement in connection with the offer and sale of the Shares.


 


3.10
Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company
and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither
any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall
be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the
purchase of the Shares.


 




    	13



    	 



    

 


3.11
Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address
of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other
entity, then the office or offices of the Purchaser in which its principal place of business is located is identified in the address
or addresses of the Purchaser set forth on Exhibit A.


 


4.
Conditions to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to purchase Shares at the
Initial Closing or any subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following
conditions, unless otherwise waived:


 


4.1
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct as of the Initial Closing.


 


4.2
Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Company on or before such Closing.


 


4.3
Compliance Certificate. The President of the Company shall deliver to the Purchasers at the Initial Closing a certificate
certifying that the conditions specified in Subsections 4.1 and 4.2 have been fulfilled.


 


4.4
Qualifications; Third Party Consents. All authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the
Shares pursuant to this Agreement shall be obtained and effective as of such Closing. All other authorizations, approvals, consents
and waivers of third parties that are required to be made or obtained for the consummation of the transactions contemplated by
this Agreement will have been duly made and obtained without conditions or requirements that are adverse to the Company or the
Purchasers.


 


4.5
Board of Directors. As of the Initial Closing, the authorized size of the Board shall be seven (7), and the Board shall
be comprised of Daron Evans, Stephen Ash, Moshe Pinto, Paul Mieyal and Arthur Amron, with two (2) seats remaining initially vacant.


 


4.6
Indemnification Agreement. The Company shall have executed and delivered the Indemnification Agreements.


 


4.7
Investors’ Rights Agreement. The Company and each Purchaser (other than any Purchaser relying upon this condition
to excuse such Purchaser’s performance hereunder) shall have executed and delivered the Investors’ Rights Agreement.


 


4.8
Voting Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s
performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the
Voting Agreement.


 




    	14



    	 



    

 


4.9
Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition
to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall
have executed and delivered the Right of First Refusal and Co-Sale Agreement.


 


4.10
Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on
or prior to the Closing, which shall continue to be in full force and effect as of the Closing.


 


4.11
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate
certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of the Company approving the Transaction Agreements and
the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving
the Restated Certificate.


 


4.12
Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the
Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each
Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as
reasonably requested. Such documents may include good standing certificates.


 


5.
Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchasers
at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:


 


5.1
Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true
and correct in all respects as of such Closing.


 


5.2
Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by them on or before such Closing.


 


5.3
Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this
Agreement shall be obtained and effective as of the Closing.


 


5.4
Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.


 


5.5
Voting Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed
and delivered the Voting Agreement.


 




    	15



    	 



    

 


5.6
Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as parties
thereto shall have executed and delivered the Transfer Restriction and Co-Sale Agreement.


 


5.7
Restated Certificate. The Secretary of State of the State of Delaware shall have filed the Restated Certificate as of such
Closing.


 


5.8
Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at such
Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company and its counsel,
and the Company (or its counsel) shall have received all such counterpart original and certified or other copies of such documents
as reasonably requested.


 


6.
Indemnification.


 


6.1
Indemnification. The Company shall indemnify each Purchaser (and its general and limited partners, members, managers and
stockholders and their respective stockholders, officers, directors, managers, members, employees and agents) and hold each Purchaser
(and its general and limited partners, members, managers and stockholders and their respective stockholders, officers, directors,
managers, members, employees and agents) harmless after the Closing from and against and in respect of any losses, deficiencies,
damages, expenses, liabilities, claims, assessments and judgments (including, without limitation, any diminution in value and
reasonable costs and attorneys’ fees and other expenses arising out of any claim, or the defense or investigation thereof,
made with respect to any of the foregoing) (collectively, the “Indemnifiable Expenses”) incurred or suffered
by such Purchaser (or its general or limited partners, members, managers or stockholders or their respective stockholders, officers,
directors, managers, members, employees or agents) resulting from: (a) any breach of or inaccuracy in its representations and
warranties set forth in Section 2 of this Agreement or in the other Transaction Agreements, or in any document or instrument
contemplated hereby and thereby, and (b) any breach of or failure to perform any agreement, covenant or obligation in the Transaction
Agreements, or in any document or instrument contemplated thereby, by the Company. The Company and the Purchasers agree that in
no event shall the Company’s liability with respect to any Purchaser under this Section 6.1 exceed the aggregate
purchase price paid by such Purchaser for the Shares purchased by such Purchaser pursuant to this Agreement.


 


6.2
Notifications. At such time as either the Company or the Purchasers seek to recover Indemnifiable Expenses, the party seeking
indemnification shall provide the other party with information regarding the Indemnifiable Expenses, including, without limitation,
reasonable detail regarding the nature of the Indemnifiable Expenses and the amount, or an estimate of the amount, of such Indemnifiable
Expenses.


 




    	16



    	 



    

 


6.3
Notice and Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified
Party”) shall give written notice to the Company promptly after such party has knowledge of any claim as to which indemnity
may be sought and, in the event of any claim or demand asserted against an Indemnified Party by a third party, the Indemnified
Party shall permit the Company to assume the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Company, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed), and the Indemnified Party
may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Company of its obligations under this Section 6 unless such
failure to give notice materially adversely affected the ability of the Indemnifying Party to defend such claim. The Company,
in the defense of any such claim or litigation, shall not, except with the prior written consent of the Indemnified Party (which
consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release
from all liability in respect of such claim or litigation. The Indemnified Party shall furnish such information regarding itself
or the claim in question as the Company may reasonably request in writing and as shall be reasonably required in connection with
the defense of any such claim and any litigation resulting therefrom. The Company shall not be liable for any judgment or settlement
effected without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).


 


7.
Miscellaneous.


 


7.1
Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company
and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement
and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on
behalf of the Purchasers or the Company.


 


7.2
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 


7.3
Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and
construed in accordance with the General Corporation Law of the State of Delaware to the extent applicable, and to the extent
the General Corporation Law of the State of Delaware is not applicable, the laws of the State of Delaware, without regard to conflict
of law principles that would result in the application of any law other than such laws.


 


7.4
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 




    	17



    	 



    

 


7.5
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


7.6
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent,
if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier,
freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent
to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address,
facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 7.6. If
notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Fredrikson & Byron, P.A.,
200 South Sixth Street, Suite 4000, Minneapolis, Minnesota 55402-1425, Email: cmelsha@fredlaw.com, Attn: Christopher J. Melsha,
Esq.


 


7.7
No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.


 


7.8
Attorneys’ Fees. If any action at law or in equity (including, arbitration) is necessary to enforce or interpret
the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs
and necessary disbursements in addition to any other relief to which such party may be entitled.


 


7.9
Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only by a written instrument signed
by the Company, and (i) the holders of at least a majority of the then-outstanding Shares, or (ii) for an amendment, termination
or waiver effected prior to the Initial Closing, Purchasers obligated to purchase a majority of the Shares to be issued at the
Initial Closing. Any amendment or waiver effected in accordance with this Subsection 7.10 shall be binding upon the Purchasers
and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities,
and the Company. A waiver, modification or amendment of this Agreement by a party shall only be effective if (a) it is in writing
and signed by applicable party(ies), as set forth in this Section 7.9, (b) it specifically refers to this Agreement, and
(c) it specifically states that the party or parties, as the case may be, is waiving, modifying or amending its rights hereunder.
Any such amendment, modification or waiver shall be effective only in the specific instance and for the specific purpose for which
it was given.


 




    	18



    	 



    

 


7.10
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision.


 


7.11
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or
of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind
or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of
any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set
forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


7.12
Entire Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements
constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and
any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.


 


7.13
Dispute Resolution; Waiver of Jury Trial.


 


(a)
The parties (i) hereby irrevocably and unconditionally submit and consent to the jurisdiction of the state courts of New York
and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the state courts of New York or the United States District Court for the
Southern District of New York and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in
any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary
disbursements in addition to any other relief to which such party may be entitled.


 




    	19



    	 



    

 


(b)
WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO
AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH
PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL


 


7.14
Waiver of Conflict of Interest. Each Purchaser and the Company is aware that Fredrikson & Byron, P.A. (“F&B”)
may have previously performed and may continue to perform certain legal services for certain of the Purchasers in matters unrelated
to F&B’s representation of the Company. In connection with its Purchaser representation, F&B may have obtained confidential
information of such Purchasers that could be material to F&B’s representation of the Company in connection with negotiation,
execution and performance of this Agreement. In addition, an affiliate of F&B, may be investing as a Purchaser under the terms
of this Agreement. By signing this Agreement, each Purchaser and the Company hereby acknowledges that the terms of this Agreement
were negotiated between the Purchasers and the Company and are fair and reasonable and waives any potential conflict of interest
arising out of such representation (including any future representation of such parties) or such possession of confidential information
and consents to the investment by such affiliate of F&B. Each Purchaser and the Company further represents that it has had
the opportunity to be, or has been, represented by independent counsel in giving the waivers contained in this Section 7.14.


 


[SIGNATURE
PAGE FOLLOWS]


  




    	20



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Series A Preferred Stock Purchase Agreement as of the date first written above.


 


	 	SPECIALTY
    RENAL PRODUCTS, INC.
	 	 	 
	 	By:	/s/
    Daron Evans
	 	Name:	Daron
    Evans
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	Address:	380
    Lackawanna Place
	 	 	South
    Orange, NJ 07079
	 	Email:	daron@nephros.com


 





Signature
Page to Stock Purchase Agreement




 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Series A Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASERS:
    
	 	 	 
	 	By:	                 


 


Signature
Page to Stock Purchase Agreement




 





    	 



    	 



    

 


EXHIBITS


 


	Exhibit
    A -	SCHEDULE
    OF PURCHASERS
	 	 
	Exhibit
    B -	FORM
    OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
	 	 
	Exhibit
    C -	DISCLOSURE
    SCHEDULE
	 	 
	Exhibit
    D -	FORM
    OF INDEMNIFICATION AGREEMENT
	 	 
	Exhibit
    E -	FORM
    OF INVESTORS’ RIGHTS AGREEMENT 
	 	 
	Exhibit
    F -	FORM
    OF VOTING AGREEMENT
	 	 
	Exhibit
    G -	FORM
    OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT


 




    	 



    	 



    

 


EXHIBIT
A


 


SCHEDULE
OF PURCHASERS


 




    	 



    	 



    

 


EXHIBIT
B


 


FORM
OF AMENDED AND RESTATED


CERTIFICATE
OF INCORPORATION


 




    	 



    	 



    

 


EXHIBIT
C


 


DISCLOSURE
SCHEDULE


 


This
Disclosure Schedule is made and given pursuant to Section 2 of the Series A Preferred Stock Purchase Agreement, dated as
of September 5, 2018 (the “Agreement”), between Specialty Renal Products, Inc. (the “Company”)
and the Purchasers listed on Exhibit A thereto. All capitalized terms used but not defined herein shall have the meanings
as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations
and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed
to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate
and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended
to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any
item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of
materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does
not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4)
shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes
brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request.
Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents
described, true and complete copies of which have been provided to the Purchasers or their respective counsel.


 




    	 



    	 



    

 


EXHIBIT
D


 


FORM
OF INDEMNIFICATION AGREEMENT


 




    	 



    	 



    

 


EXHIBIT
E


 


FORM
OF INVESTORS’ RIGHTS AGREEMENT


 




    	 



    	 



    

 


Exhibit
F


 


FORM
OF VOTING AGREEMENT


 




    	 



    	 



    

 


Exhibit
F


 


FORM
OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT