Exhibit
4.1


 


STOCK PURCHASE
AGREEMENT


 


This Stock Purchase Agreement
(this “Agreement”), is made effective as of October 15, 2020, between WTI Fund X, Inc., a Maryland corporation
(“Seller”), and WTI Fund X, LLC, a Delaware limited liability company (“Buyer”).


 


RECITALS


 


Seller was incorporated
effective October 15, 2020 and, thus far, Seller has issued no shares of its capital stock. Now, Seller wishes to issue and sell
to Buyer, and Buyer wishes to purchase from Seller, 100,000 shares of Seller’s common stock, par value $.001 per share (the
“Shares”), all on the terms and conditions herein set forth, and all with the result that, after consummation
of the transaction contemplated hereunder, Buyer will be the sole shareholder of Seller. Buyer intends to hold the Shares as its
primary, but not necessarily only, asset. Buyer also intends to offer and sell (the “Offering”) ownership
interests in Buyer (“Membership Interests”) to investors (“Members”), who shall
be both “qualified purchasers” within the meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940, as
amended, and “accredited investors” within the meaning of the Securities Act of 1933, as amended (the “Act”),
in an offering exempt from the registration requirements of the Act pursuant to Regulation D promulgated thereunder.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


1.             Purchase
and Sale. Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, the Shares.


 


2.             Purchase
Price and Certificates. The purchase price for the Shares is $25,000 (the “Purchase Price”), or $0.25
per Share. Seller hereby acknowledges its receipt of the full Purchase Price in the form of a transfer of funds, made contemporaneously
herewith, to the account designated, and pursuant to the instructions provided, by Seller. Buyer hereby acknowledges receipt of
a certificate for the Shares.


 


3.             Capital
Contributions. Buyer, from time to time, may make contributions to Seller’s capital (“Capital Contributions”)
to pay expenses (“Expenses”) or fund investments which Seller proposes to make (“Proposed
Investments”). In connection with any requested Capital Contribution, Seller shall furnish Buyer, to the extent requested
by Buyer (i) in the case of an Expense, with invoices or other documentation relating to such Expense or (ii) in the case of a
Proposed Investment, with such materials as are reasonably sufficient to allow Buyer to evaluate the Proposed Investment (in either
case, the “Materials”). Buyer, in a reasonably timely manner, then shall review any such Materials and
may, in its sole and absolute discretion, but in no case shall it be required to, make the Capital Contribution requested by Seller.
Notwithstanding the foregoing, in no event shall Capital Contributions exceed, in the aggregate, the Members’ aggregate amount
of subscription obligations for the purchase of Membership Interests in Buyer.


 


4.             Buyer’s
Representations and Warranties. Buyer represents and warrants to, and covenants with, Seller as follows:


 




    	 



     


    

 


4.1       Investment
Purposes. Except in connection with the Offering, (i) the Shares are being acquired for investment for Buyer’s own account,
not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, (ii) Buyer has no intention of
selling, granting any participation in, or otherwise distributing the Shares and (iii) Buyer does not have any contract, undertaking,
agreement or arrangement to sell, transfer or grant participations to any person with respect to any of the Shares.


 


4.2       Lack
of Registration. Buyer understands and acknowledges that the Shares have not been registered under either the Act or under
the applicable securities laws of any state (“State Acts”) by reason of specific exemptions therefrom.
Buyer must bear the economic risk of its investment for an indefinite period of time since the sale of the Shares has not been
registered under the Act or State Acts and the Shares cannot be transferred by Buyer unless such transfer either (i) is registered
under the Act and qualified under the State Acts or (ii) is exempt from such registration or qualification. Seller has made
no agreement, covenant or undertaking whatsoever to register or qualify the transfer by Buyer of any of the Shares under the Act
or State Acts or qualify for an exemption therefor. Buyer acknowledges that there is no market for the Shares and none will develop.


 


4.3       Buyer’s
Covenants. Buyer shall not dispose of any of the Shares unless and until (i) Buyer shall have notified Seller of the proposed
disposition and shall have furnished Seller with a statement of the circumstances surrounding the proposed disposition and (ii)
Buyer shall have furnished Seller with an opinion of counsel, satisfactory in form and substance to Seller and Seller’s counsel,
to the effect that such disposition will not require registration under the Act or qualification under the State Acts and that
appropriate action necessary for compliance with the Act and the State Acts and any other applicable local or foreign law has been
taken. Buyer recognizes and acknowledges that the certificate for the Shares, if any, shall contain the following legend, in addition
to any legend required by the Maryland General Corporation Law:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY BE OFFERED AND SOLD ONLY IF REGISTERED
OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION
OR QUALIFICATION IS AVAILABLE.


 


4.4       Access
to Information. Buyer has had the opportunity to ask questions of, and to receive answers from, Seller with respect to the
terms and conditions of the transactions contemplated hereunder and with respect to the Seller’s proposed investments, business
affairs and operations. Buyer has had access to such financial and other information as is necessary in order for it to make a
fully-informed decision as to an investment in Seller by way of purchase of the Shares, and has had the opportunity to obtain any
additional information necessary to verify any of such information to which it has had access.


 


5.             Representations
and Warranties of Seller. Seller represents and warrants to, and covenants with, Buyer as follows:


 




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5.1       Organization
and Authority; Charter and Bylaws. Seller is a corporation duly organized, validly existing and in good standing under the
laws of Maryland and has the corporate power and authority to own and operate its properties and to carry on its business as it
does now and as it proposes to do in the future. Seller has furnished Buyer with copies of its articles of incorporation (“Charter”)
and its bylaws and such copies are true, correct and complete and contain all amendments through the date hereof.


 


5.2       Capitalization.
Immediately prior to consummation of the transaction contemplated hereunder, the authorized capital stock of Seller consisted of
10,000,000 shares of common stock, $0.001 par value, none of which had been issued and none of which were outstanding, such that,
immediately after consummation of the transaction contemplated hereunder, Buyer shall be the sole shareholder of Seller. There
are no outstanding warrants, options or conversion privileges, or other rights or agreements to purchase or otherwise acquire or
issue any shares of common stock of Seller.


 


6.             Miscellaneous
Provisions.


 


6.1       Survival
of Representations and Warranties. The representations and warranties herein made shall survive consummation of the transaction
contemplated hereunder.


 


6.2       Entire
Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject
matter herein contained and supersedes all prior and contemporaneous agreements and understandings of the parties. Each party hereto
represents that, in entering into this Agreement, such party has relied solely upon the express provisions of this Agreement and
has not relied upon any other party’s inducements, promises, representations or obligations to make any disclosures. No amendment
of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.


 


6.3       Assignment.
This Agreement shall be binding on and, subject to the provisions of Section 4, hereof, shall inure to the benefit of the
parties’ respective successors and assigns, each of whom, subject to the provisions of Section 4 hereof and the requirement
that the written consent of the other party be first obtained, which consent may be withheld for any reason whatsoever or no reason
at all, shall have the right to assign and otherwise transfer all or any portion of this Agreement or the benefits thereof.


 


6.4       Effect
of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall
not affect the construction or interpretation of any of its provisions.


 


6.5       Counterparts.
This Agreement may be executed in one or more counterparts and by facsimile with the same effect as if the parties had all signed
the same document in ink. All counterparts shall be construed together and shall constitute one agreement.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed effective as of the date first above written.


 


“SELLER”


 


WTI FUND X, INC.,

a Maryland corporation


 


	/s/ Judy Bornstein	 	Dated:  October 15, 2020
	By:  Judy Bornstein	 	 
	Its:  Chief Financial Officer	 	 


 


“BUYER”


 


WTI FUND X, LLC,

a Delaware limited liability company


 


	By:	WTI Fund X GP, LLC,	 	 
	 	a Delaware limited liability company	 	 
	Its:	Managing Member	 	 
	 	 	 	 
	By:	Westech Investment Advisors LLC,	 	 
	 	a California limited liability company	 	 
	Its:	Managing Member	 	 
	 	 	 	 
	 	/s/ Maurice Werdegar	 	Dated:  October 15, 2020
	 	By:  Maurice Werdegar	 	 
	 	Its:  Chief Executive Officer	 	 


 








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