Exhibit 10.1


 


SHARE
PURCHASE AGREEMENT 


 


by
and among 


 


CERBERUS
CYBER SENTINEL CORPORATION, 


 


CLEAR
SKIES SECURITY LLC 


 


and


 


ALL
OF ITS MEMBERS 


 


dated
as of July 31, 2020


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE
    I PURCHASE AND SALE; CLOSING 	1
	 	 
	Section
    1.1	Purchase
    and Sale	1
	Section
    1.2 	Purchase
    Price 	1
	Section
    1.3	Closing
    	1
	Section
    1.4	Clear
    Skies Distribution of Retained Earnings	1
	 	 	 
	ARTICLE
    II REPRESENTATIONS AND WARRANTIES OF CERBERUS 	2
	 	 
	Section
    2.1 	Organization	2
	Section
    2.2 	Capitalization	2
	Section
    2.3 	Authority
    Relative to this Agreement	2
	Section
    2.4 	Non-Contravention	3
	Section
    2.5 	Governmental
    Approvals	3
	Section
    2.6 	Financial
    Statements	3
	Section
    2.7 	Absence
    of Undisclosed Liabilities	3
	Section
    2.8 	Absence
    of Certain Changes	3
	Section
    2.9 	Compliance
    with Laws	3
	Section
    2.10 	Legal
    Proceedings	4
	Section
    2.11 	Brokerage
    Fees	4
	Section
    2.12 	No
    Other Representations or Warranties	4
	 	 	 
	ARTICLE
    III REPRESENTATIONS AND WARRANTIES OF CLEAR SKIES AND THE MEMBERS	4
	 	 
	Section
    3.1 	Organization	4
	Section
    3.2 	Capitalization	4
	Section
    3.3 	Authority
    Relative to this Agreement	5
	Section
    3.4 	Non-Contravention	5
	Section
    3.5 	Subsidiaries	5
	Section
    3.6 	Governmental
    Approvals	6
	Section
    3.7 	Financial
    Statements	6
	Section
    3.8 	Absence
    of Undisclosed Liabilities	6
	Section
    3.9 	Absence
    of Certain Changes	6
	Section
    3.10 	Compliance
    with Laws	6
	Section
    3.11 	Tax
    Matters	6
	Section
    3.12 	Legal
    Proceedings	7
	Section
    3.13 	Brokerage
    Fees	7
	Section
    3.14 	Permits	7
	Section
    3.15 	Insurance	8
	Section
    3.16 	Employees	8
	Section
    3.17 	Agreements,
    Contracts and Commitments	8
	Section
    3.18 	Benefit
    Plans	9
	Section
    3.19 	Regulatory
    Agencies	10
	Section
    3.20 	Intellectual
    Property	10
	Section
    3.21 	Investment
    Representations	10
	Section
    3.22 	Independent
    Evaluation	10
	Section
    3.23 	No
    Other Representations or Warranties	10


 




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TABLE
OF CONTENTS (continued)


 


	 	Page
	 	 
	ARTICLE
    IV COVENANTS 	11
	 	 
	Section
    4.1 	Confidentiality	11
	Section
    4.2 	Non-competition;
    Non-solicitation	11
	 	 	 
	ARTICLE
    V INDEMNIFICATION 	12
	 	 
	Section
    5.1 	Survival	12
	Section
    5.2 	Indemnification
    By the Members	12
	Section
    5.3 	Indemnification
    By Cerberus	13
	Section
    5.4 	Indemnification
    Procedures	13
	Section
    5.5 	Payments	15
	Section
    5.6 	Tax
    Treatment of Indemnification Payments	15
	Section
    5.7 	Effect
    of Investigation	15
	 	 	 
	ARTICLE
    VI MISCELLANEOUS 	15
	 	 
	Section
    6.1 	Waiver,
    Etc.	15
	Section
    6.2 	Assignment	15
	Section
    6.3 	Counterparts	15
	Section
    6.4 	Entire
    Agreement; No Third-Party Beneficiaries	16
	Section
    6.5 	Governing
    Law; Jurisdiction; Waiver of Jury Trial	16
	Section
    6.6 	Specific
    Enforcement	17
	Section
    6.7 	Notices	17
	Section
    6.8 	Severability	17
	Section
    6.9 	Interpretation	18
	Section
    6.10 	Non-Recourse	18
	 	 	 
	ANNEXES	 
	 	 
	Annex
    1 	Definitions	 
	Annex
    2 	Lock
    up Agreement	 


 




    	ii



     


    

 


SHARE
PURCHASE AGREEMENT 


 


This
Share Purchase Agreement (this “Agreement”), is entered into as of July 31, 2020, by and among Cerberus Cyber
Sentinel Corporation, a Delaware corporation (“Cerberus”), Clear Skies Security LLC, a Georgia limited liability
company (“Clear Skies”), and all of the members of Clear Skies (the “Members”). Each of
Cerberus, Clear Skies and the Members are referred to herein as a “Party” and together as “Parties.”
Certain terms used in this Agreement are defined in Annex 1.


 


RECITALS


 


WHEREAS,
the Board of Directors of Cerberus has determined that it is in the best interests of Cerberus to enter into this Agreement pursuant
to which Clear Skies would become a wholly owned subsidiary of Cerberus, upon the terms and subject to the conditions set forth
herein; and


 


WHEREAS,
the Members and Clear Skies have determined that it is in the best interests of the Members, to enter into this Agreement, upon
the terms and subject to the conditions set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth
in this Agreement and intending to be legally bound hereby, the Parties agree as follows:


 


ARTICLE
I

Purchase and Sale; Closing


 


Section
1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Members shall sell to
Cerberus, and Cerberus shall purchase from the Members, all of the Clear Skies Shares, free and clear of all Encumbrances, for
the consideration specified herein.


 


Section
1.2 Purchase Price. The aggregate purchase price for the Clear Skies Shares shall be 2,330,000 shares of Cerberus common
stock, par value $0.00001 (the “Cerberus Stock”).


 


Section
1.3 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on
the date hereof (the “Closing Date”). At the Closing,


 


(a)
Cerberus shall deliver to the Members the Cerberus
Stock by delivery of certificates or registration on the books of Cerberus’ transfer agent in book-entry format; and


 


(b)
The Members shall deliver to Cerberus one or
more certificates evidencing the Clear Skies Shares, duly endorsed or accompanied by stock powers or other instruments of transfer
in form acceptable to Cerberus.


 


Section
1.4 Clear Skies Distribution of Retained Earnings. At such times as otherwise agreed to between the date of this Agreement
and December 31, 2021, Cerberus and Clear Skies agree that the Members shall have the right to access such company funds as to
reimburse themselves for the accumulated retained earnings of Clear Skies at the Closing. The parties hereby agree and
stipulate that the total retained earnings that shall be paid out to the Members shall be the sum of TWO HUNDRED SEVENTY-SEVEN
THOUSAND, FOUR HUNDRED FIFTY-ONE DOLLARS ($277,451). The parties further stipulate and agree that these funds were previously
taxed on a pro-rata ownership interest basis to each of the Members under the previous Clear Skies Subchapter S tax return filings,
and that no Federal of State tax reporting of income, nor any tax withholdings, shall be made by Cerberus with respect to these
periodic payments/withdrawals of the Clear Skies accumulated retained earnings for the benefit of the Members. Such withdrawals
or payments to the Members shall be made pro-rata in accordance with each Member’s ownership interest in Clear Skies immediately
prior to Closing.


 




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ARTICLE
II

Representations and Warranties of Cerberus


 


Cerberus
represents and warrants to the Members that:


 


Section
2.1 Organization. Cerberus is a corporation duly organized, validly existing and in good standing under the Laws of the
State of Delaware. Cerberus has full corporate power and authority to carry on its business as presently conducted. Cerberus is
duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of
its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such
jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Material
Adverse Effect on Cerberus. Cerberus has made available to the Members accurate and complete copies of all Cerberus Organizational
Documents.


 


Section
2.2 Capitalization.


 


(a)
The authorized capital stock of Cerberus consists
of 250,000,000 shares of Cerberus Stock. All of the outstanding shares of Cerberus Stock have been duly authorized and validly
issued in accordance with the Certificate of Incorporation and are fully paid and non-assessable, and have been issued in compliance
with all applicable Laws and are not subject to any pre-emptive rights. Immediately prior to the Closing Date, there are 107,829,113
issued and outstanding shares of Cerberus Stock.


 


(b)
The Cerberus Stock to be issued pursuant to this
Agreement has been duly authorized in accordance with the Certificate of Incorporation and when issued and delivered pursuant
to this Agreement in accordance with the terms hereof, will be validly issued, fully paid and non-assessable.


 


(c)
There are no preemptive rights to purchase any
shares of Cerberus Stock. There are no outstanding options, warrants or other rights to purchase, agreements, or other obligations
to issue, or rights to convert any obligations into or exchange any securities for, shares of Cerberus Stock.


 


Section
2.3 Authority Relative to this Agreement. Assuming the accuracy of the representations set forth in ARTICLE III, (a) Cerberus
has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby; (b) the execution, delivery and performance by Cerberus of this Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized, and no other corporate proceedings on the part of Cerberus are necessary to authorize
the execution, delivery and performance by Cerberus of this Agreement and the consummation of the transactions contemplated hereby;
and (c) this Agreement has been duly executed and delivered by Cerberus and, assuming the due authorization, execution and delivery
of the other Parties, constitutes, and each other agreement, instrument or document executed or to be executed by Cerberus in
connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by Cerberus
and, assuming the due authorization, execution and delivery of the other parties, constitutes, or when executed and delivered
will constitute, a valid and legally binding obligation of Cerberus enforceable against Cerberus in accordance with their respective
terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and
similar Laws affecting creditors’ rights generally and (ii) equitable principles that may limit the availability of certain
equitable remedies (such as specific performance) in certain instances (collectively, “Creditor Rights”).


 




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Section
2.4 Non-Contravention. The execution, delivery and performance by Cerberus of this Agreement and the consummation by Cerberus
of the transactions contemplated hereby do not and will not (a) conflict with or result in a violation of any provision of the
Cerberus Organizational Documents or the organizational documents of any Subsidiary of Cerberus, (b) conflict with or result in
a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default
under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation
or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement or other instrument or obligation
to which Cerberus or any of its Subsidiaries is a party or by which Cerberus, any of its Subsidiaries or any of their properties
may be bound, (c) result in the creation or imposition of any Encumbrance upon the properties of Cerberus or any of its Subsidiaries,
except for Permitted Encumbrances or (d) violate any applicable Law binding upon Cerberus or any of its Subsidiaries, except,
in the case of clauses (a), (c) and (d) above, for any such conflicts, violations, defaults, terminations, cancellations, accelerations
or Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Cerberus.


 


Section
2.5 Governmental Approvals. No material consent, approval, Order or authorization of, or declaration, filing or registration
with, any Governmental Authority is required to be obtained or made by Cerberus or any Cerberus Subsidiary in connection with
the execution, delivery or performance by Cerberus of this Agreement or the consummation by it of the transactions contemplated
hereby, other than any such consent, approval, Order, authorization, registration, filing, or permit the failure to obtain or
make has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Cerberus.


 


Section
2.6 Financial Statements. The financial statements of Cerberus and Cerberus’ subsidiaries, as of March 31, 2020 filed
with Cerberus’ Quarterly Report on Form 10-Q (the “Cerberus Financial Statements”) (a) were prepared
in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes
thereto); and (b) fairly presented in all material respects the financial position of Cerberus at the dates thereof and the results
of Cerberus’ operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial
statements, to normal and year-end audit adjustments as permitted by GAAP.


 


Section
2.7 Absence of Undisclosed Liabilities. Neither Cerberus nor any of its Subsidiaries has any material liability or obligation
of any nature (whether accrued, absolute, contingent, unliquidated or otherwise) that would be required to be set forth on a balance
sheet of Cerberus prepared in accordance with GAAP, except (i) liabilities reflected in the Cerberus Financial Statements or described
in the notes accompanying the Cerberus Financial Statements, (ii) liabilities which have arisen since the date of the Cerberus
Financial Statements in the ordinary course of business and (iii) liabilities arising under executory provisions of contracts
entered into in the ordinary course of business.


 


Section
2.8 Absence of Certain Changes. Since the date of the Cerberus Financial Statements, (i) there has not been any
change, event or condition that would reasonably be expected to result in any Material Adverse Effect on Cerberus, (ii) the
business of Cerberus has been conducted only in the ordinary course consistent with past practice, (iii) Cerberus has not
incurred any material liability, engaged in any material transaction or entered into any material agreement outside the
ordinary course of business consistent with past practice with respect to its business and assets and (iv) Cerberus has not
suffered any Loss, damage, destruction or other casualty to any of its assets (whether or not covered by insurance) that
would result in a Material Adverse Effect on Cerberus.


 




    	 	3	 



     


    

 


Section
2.9 Compliance with Laws. To the Knowledge of Cerberus, Cerberus has complied in all material respects with all applicable
Laws relating to any aspect of the business of Cerberus. Cerberus has not received any written notice from any Governmental Authority
relating to any aspect of the business of Cerberus or alleging that Cerberus is not in compliance with or is in default or violation
of any applicable Law, in each case that would be material to Cerberus. Cerberus has not been charged or, to the Knowledge of
Cerberus, threatened with, or under investigation with respect to, any material violation of any applicable Law relating to any
aspect of the business of Cerberus.


 


Section
2.10 Legal Proceedings. There are no material Proceedings pending or, to the Knowledge of Cerberus, threatened against
or involving Cerberus, any of its Subsidiaries or any of their respective properties or assets.


 


Section
2.11 Brokerage Fees. Neither Cerberus nor any Affiliate has retained any financial advisor, broker, agent or finder or
paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated
hereby or any other transaction.


 


Section
2.12 No Other Representations or Warranties. Neither Cerberus nor any other Person makes (and Clear Skies and the Members
agree that they are not relying upon) any other express or implied representation or warranty with respect to Cerberus (including
the value, condition or use of any asset) or the transactions contemplated by this Agreement, and Cerberus disclaims any other
representations or warranties not contained in this Agreement, whether made by Cerberus, any Affiliate of Cerberus or any of their
respective officers, directors, managers, employees or agents. Cerberus disclaims all liability and responsibility for any representation,
warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Clear Skies
and the Members or any of their Affiliates or any of its officers, directors, managers, employees or agents (including any opinion,
information, projection or advice that may have been or may be provided to Clear Skies and the Members by any director, officer,
employee, agent, consultant or representative of Cerberus or any of its Affiliates).


 


ARTICLE
III

Representations and Warranties of Clear Skies and the Members


 


Clear
Skies and the Members, jointly and severally, represent and warrant to Cerberus that:


 


Section
3.1 Organization. Clear Skies is a limited liability company, duly organized, validly existing and in good standing under
the Laws of the State of Georgia. Clear Skies has full power and authority to carry on its business as presently conducted. Clear
Skies is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature
of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such
jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Material
Adverse Effect on Clear Skies. Clear Skies has made available to Cerberus accurate and complete copies of all Clear Skies Organizational
Documents.


 


Section
3.2 Capitalization.


 


(a)
The authorized equity securities of Clear Skies
consists of 63,000 units of membership interest, of which 63,000 units are issued and outstanding (the “Clear Skies Shares”)
and none are held in treasury. All of the Clear Skies Shares have been duly authorized, are validly issued, fully paid, and nonassessable,
and have been issued in compliance with all applicable Laws and are not subject to any pre-emptive rights.


 




    	 	4	 



     


    

 


(b)
There are no preemptive rights to purchase any
Securities of Clear Skies. There are no outstanding options, warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any securities for, Clear Skies Shares or other Securities of
Clear Skies.


 


(c)
Clear Skies does not own, directly or indirectly,
any capital stock, membership, interest, partnership interest, joint venture interest or other interest in any Person.


 


Section
3.3 Authority Relative to this Agreement. Clear Skies has full power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery and performance by Clear Skies of this Agreement,
and the consummation of the transactions contemplated hereby, have been duly authorized, and no other proceedings on the part
of Clear Skies are necessary to authorize the execution, delivery and performance by Clear Skies of this Agreement and the consummation
of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Clear Skies and the Members and,
assuming the due authorization, execution and delivery of the other Parties, constitutes, and each other agreement, instrument
or document executed or to be executed by Clear Skies and the Members in connection with the transactions contemplated hereby
has been, or when executed will be, duly executed and delivered by Clear Skies and Members and, assuming the due authorization,
execution and delivery of the other parties, constitutes, or when executed and delivered will constitute, a valid and legally
binding obligation of Clear Skies and Members enforceable against Clear Skies and Members in accordance with their respective
terms, except that such enforceability may be limited by Creditor Rights.


 


Section
3.4 Non-Contravention. Except as set forth in Schedule 3.4, the execution, delivery and performance by Clear Skies
and the Members of this Agreement and the consummation by it and them of the transactions contemplated hereby, do not and will
not (a) conflict with or result in a violation of any provision of the certificate of formation, bylaws or other governing instruments
of Clear Skies or any of its Subsidiaries, (b) conflict with or result in a violation of any provision of, or constitute (with
or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice
or the passage of time or both) to any right of termination, cancellation or acceleration under, any bond, debenture, note, mortgage,
indenture, lease, contract, agreement or other instrument or obligation to which Clear Skies or any of its Subsidiaries is a party
or by which Clear Skies or any of its Subsidiaries may be bound, (c) result in the creation or imposition of any Encumbrance upon
any property of Clear Skies or any of its Subsidiaries or (d) assuming compliance with the matters referred to in Section 3.6,
violate any applicable Law binding upon Clear Skies or any of its Subsidiaries, except, in the case of clauses (b), (c) and (d)
above, for any such conflicts, violations, defaults, terminations, cancellations, accelerations or Encumbrances which would not,
individually or in the aggregate, have a Material Adverse Effect on Clear Skies.


 


Section
3.5 Subsidiaries. Clear Skies is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction
of organization to the extent such jurisdiction recognizes such concept, and has all requisite organizational power and authority
and governmental authorizations necessary to own, operate, lease and otherwise hold its assets and to carry on its business as
it is now being conducted, and is duly licensed or qualified to do business in each other jurisdiction in which it owns, operates,
leases or otherwise holds assets, or conducts any business, so as to require such qualification, except where the lack of such
power, authority, authorization, license or qualification would not, individually or in the aggregate, have a Material Adverse
Effect on Clear Skies. Clear Skies has no subsidiaries.


 




    	 	5	 



     


    

 


Section
3.6 Governmental Approvals. No material consent, approval, Order or authorization of, or declaration, filing or registration
with, any Governmental Authority is required to be obtained or made by Clear Skies in connection with the execution, delivery
or performance by it of this Agreement or the consummation by it of the transactions contemplated hereby, other than any such
consent, approval, Order, authorization, registration, filing, or permit the failure to obtain or make has not had and would not
be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Clear Skies.


 


Section
3.7 Financial Statements. Clear Skies has delivered to Cerberus (a) the audited consolidated balance sheets of Clear Skies
as of December 31, 2019 and 2018 and the related audited statements of operations, members’ equity and cash flows for the
years then ended, and the notes and schedules thereto (the “Audited Clear Skies Financial Statements”), and
(b) the unaudited consolidated balance sheet of Clear Skies as of February 21, 2020, and the related statement of operations and
comprehensive income from January 1 through February 21, 2020 (the “Unaudited Clear Skies Financial Statements”
and together with the Audited Clear Skies Financial Statements, the “Clear Skies Financial Statements”). The
Clear Skies Financial Statements (i) have been prepared from the books and records of Clear Skies in conformity with GAAP applied
on a basis consistent with preceding years throughout the periods involved, and (ii) accurately and fairly present in all material
respects the consolidated financial position of Clear Skies as of the respective dates thereof and its consolidated results of
operations and cash flows for the periods then ended.


 


Section
3.8 Absence of Undisclosed Liabilities. Neither Clear Skies nor any of its Subsidiaries has any material liability or obligation
of any nature (whether accrued, absolute, contingent, unliquidated or otherwise) that would be required to be set forth on a balance
sheet of Clear Skies prepared in accordance with GAAP, except (a) liabilities reflected in the Unaudited Clear Skies Financial
Statements, (b) liabilities which have arisen since the date of the Unaudited Clear Skies Financial Statements in the ordinary
course of business (none of which is a material liability for breach of contract, tort or infringement) and (c) liabilities arising
under executory provisions of contracts entered into in the ordinary course of business (none of which is a material liability
for breach of contract).


 


Section
3.9 Absence of Certain Changes. Since the date of the Unaudited Clear Skies Financial Statements, (a) there has not been
any change, event or condition that would reasonably be expected to result in any Material Adverse Effect on Clear Skies, (b)
the business of Clear Skies has been conducted only in the ordinary course consistent with past practice, (c) Clear Skies has
not incurred any material liability, engaged in any material transaction or entered into any material agreement outside the ordinary
course of business consistent with past practice with respect to its business and assets and (d) Clear Skies has not suffered
any Loss, damage, destruction or other casualty to any of its assets (whether or not covered by insurance) that would result in
a Material Adverse Effect on Clear Skies.


 


Section
3.10 Compliance with Laws. Clear Skies has complied in all material respects with all applicable Laws relating to any aspect
of the business of Clear Skies. Clear Skies has not received any written notice from any Governmental Authority relating to any
aspect of the business of Clear Skies or alleging that Clear Skies is not in compliance with or is in default or violation of
any applicable Law. Clear Skies has not been charged or, to the Knowledge of Clear Skies, threatened with, or under investigation
with respect to, any material violation of any applicable Law relating to any aspect of the business of Clear Skies.


 


Section
3.11 Tax Matters.


 


(a)
All material Tax Returns of Clear Skies have
been timely filed (taking into account applicable extensions of time to file) with the appropriate Taxing Authority and all such
Tax Returns are true, correct and complete in all material respects. All material Taxes due and owing by Clear Skies have been
paid and all such Taxes incurred but not yet due and owing have either been paid or properly accrued on the books and records
of Clear Skies in accordance with GAAP.


 




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(b)
Clear Skies made a Subchapter S election and
through the Effective Date was properly classified as an S Corporation under Section 1361(a)(1) of the Code.


 


(c)
All material Taxes required to be withheld or
collected by Clear Skies with respect to any employee, independent contractor, purchaser or other third party have been withheld
or collected, and have been timely paid to the appropriate Taxing Authority or properly accrued.


 


(d)
There are no waivers or extensions of any statute
of limitations currently in effect with respect to Taxes of Clear Skies. There are no actions, examinations or audits currently
pending or, to Clear Skies’ Knowledge, threatened with respect to Clear Skies in respect of any Tax. No issue has been raised
by a Taxing Authority in any prior action or examination of Clear Skies which, by application of the same or similar principles,
could reasonably be expected to result in a proposed deficiency for any subsequent taxable period. No claim has been made in writing
by any Governmental Authority in a jurisdiction where Clear Skies does not file Tax Returns that Clear Skies is, or may be, subject
to taxation by that jurisdiction.


 


(e)
There are no Encumbrances for Taxes on any of
the assets of Clear Skies. There are no Encumbrances for Taxes, other than Encumbrances with respect to current period Taxes not
yet due or payable, on any of the assets of Clear Skies.


 


(f)
Clear Skies is not a party to, and Clear Skies
is not subject to, any Tax allocation, Tax sharing or similar agreement, Tax indemnity obligation or similar agreement, or other
agreement or arrangement with respect to Taxes that could affect the Tax liability of Clear Skies. Clear Skies has no liability
for Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or non-U.S. law)
as a transferee or successor, by contract or otherwise.


 


(g)
No portion of the properties of Clear Skies (i)
has been contributed to and is currently owned by a tax partnership; (ii) is subject to any form of agreement (whether formal
or informal, written or oral) deemed by any federal tax statute, rule or regulation to be or to have created a tax partnership;
or (iii) otherwise constitutes “partnership property” (as that term is used throughout Subchapter K of Chapter 1 of
Subtitle A of the Code) of a tax partnership.


 


(h)
Neither Clear Skies nor any of its Members have
filed an election on IRS Form 8832, Entity Classification Election, causing Clear Skies to be classified as an association taxable
as an entity for U.S. federal income tax purposes.


 


Section
3.12 Legal Proceedings. There are no material Proceedings pending or, to the Knowledge of Clear Skies, threatened against
or involving Clear Skies or any of their respective properties or assets.


 


Section
3.13 Brokerage Fees. Clear Skies has not retained any financial advisor, broker, agent or finder or paid or agreed to pay
any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby.


 


Section
3.14 Permits. Any Permit obtained by Clear Skies as of the date hereof is in full force and effect in all material respects,
and Clear Skies is in material compliance with its Permits. Clear Skies has not received any written notice from any Governmental
Authority, and no Proceeding is pending or, to the Knowledge of Clear Skies, threatened, with respect to any alleged failure by
Clear Skies to have any material Permit.


 




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Section
3.15 Insurance. Clear Skies has disclosed a complete and correct list of material insurance policies, as of the date of
this Agreement, maintained by or on behalf of Clear Skies.


 


Section
3.16 Employees. Clear Skies is not a party to, or bound by, any collective bargaining or other agreement with a labor organization.
Clear Skies is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices.
There is no pending or, to the Knowledge of Clear Skies, threatened Proceeding against or involving Clear Skies by or before,
and Clear Skies is not subject to any judgment, Order, writ, injunction, or decree of or inquiry from, any Governmental Authority
in connection with any former employee of Clear Skies.


 


Section
3.17 Agreements, Contracts and Commitments.


 


(a)
Except as set forth in Schedule 3.17 hereto,
Clear Skies is not a party to, as of the date hereof, (i) any collective bargaining agreements or any agreements that contain
any severance pay liabilities or obligations, (ii) any Employee Benefit Plans, (iii) any employment agreement, contract or commitment
with an employee, or agreements to pay severance, (iv) any agreements between or among Clear Skies or one of its Affiliates or
with any Related Person of Clear Skies (other than agreements solely between or among Clear Skies and its wholly owned Subsidiaries),
(v) any agreement, indenture or other instrument for borrowed money and any agreement or other instrument which contains restrictions
with respect to payment of distributions in respect of any outstanding Securities, (vi) any agreement, contract or commitment
containing any covenant limiting the freedom of Clear Skies to engage or compete in any line of business or with any Person or
in any geographic area during any period of time, (vii) any agreement, contract or commitment relating to capital expenditures
in excess of $5,000, (viii) any agreement, contract or commitment relating to the acquisition, disposition or voting of assets
or capital stock of any business enterprise, including Clear Skies and any of its Subsidiaries, (ix) any contract that requires
Clear Skies to purchase its total requirements of any product or service from a third party, (x) any contract that provides for
the indemnification by Clear Skies of any Person or the assumption of any Tax, environmental or other liability of any Person,
(xi) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research,
marketing consulting and advertising contract to which Clear Skies is a party, (xii) except for contracts relating to trade receivables,
any contract relating to indebtedness (including guarantees) of Clear Skies, (xiii) any contract with any Governmental Authority
to which Clear Skies is a party, (xiv) any contract to which Clear Skies is a party that provides for any joint venture, partnership
or similar arrangement by Clear Skies, (xv) any tax partnership agreement, (xvi) any agreement that provides for an irrevocable
power of attorney that will be in effect after the Closing Date or (xvii) any agreement that constitutes a lease of real property.
Clear Skies has made available to Cerberus accurate and complete copies of all written Material Contracts, including all amendments
thereto. All references to Clear Skies in this Section 3.17 shall be deemed to include the Clear Skies Subsidiaries.


 


(b)
Clear Skies has not materially breached any of
the terms or conditions of any lease, contract, agreement, commitment, instrument or understanding (whether written or oral).
There is not, to the Knowledge of Clear Skies, under any Material Contract, any default or event which, with notice or lapse of
time or both, would constitute a default on the part of any of the parties thereto, or any notice of termination, cancellation
or material modification.


 




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(c)
Except to the extent the enforceability thereof
may be limited by Creditor Rights, each of the Material Contracts (i) constitutes the valid and binding obligation of Clear Skies
and constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect and (iii) immediately
after the Closing, will continue to constitute a valid and binding obligation of Clear Skies.


 


Section
3.18 Benefit Plans. Clear Skies has disclosed on Schedule 3.18 a complete and accurate list of all Employee Benefit
Plans (a) that Clear Skies sponsors or maintains with respect to its current or former employees, managers, directors of other
service providers, (b) to which Clear Skies contributes or has an obligation to contribute with respect to its current or former
employees, managers, directors or other service providers, or (c) with respect to which Clear Skies may otherwise have any liability,
whether direct or indirect (including any such plan or other arrangement previously maintained by Clear Skies) (each a “Clear
Skies Benefit Plan” and collectively referred to as the “Clear Skies Benefit Plans”). With respect
to each Clear Skies Benefit Plan, true, correct and complete copies of the following documents, to the extent applicable, have
been provided or made available to Clear Skies: (i) all plans and related trust documents, and amendments thereto; (ii) the two
(2) most recent Forms 5500; (iii) the most recent IRS determination, advisory or opinion letter, if any; (iv) the two (2) most
recent summary plan descriptions; (v) the most recent summaries of material modifications; (vi) the two (2) most recent summary
annual reports; (vii) nondiscrimination, coverage and any other applicable testing performed with respect to the two (2) most
recent years, if any; (viii) the two (2) most recent participant and fiduciary fee disclosure notices; (ix) the two (2) most recent
summaries of benefits and coverage; (x) the most recent service agreements related to the plan’s administration; and (xi)
written descriptions of all non-written agreements relating to the Clear Skies Benefit Plans. No Clear Skies Benefit Plan is a
“defined benefit plan” within the meaning of Section 3(35) of ERISA, a “multiemployer plan,” as defined
in Section 3(37) of ERISA, or a plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of
the Code, nor has either Clear Skies or any of its ERISA Affiliates ever sponsored, maintained, contributed to or been obligated
to contribute to any such plan. There have been no prohibited transactions (described under Section 406 of ERISA or Section 4975(c)
of the Code) or breaches of fiduciary duty or any other breaches or violations of any Law applicable to any of the Clear Skies
Benefit Plans, in any such case that would subject Clear Skies to any material Taxes, penalties or other liabilities. There are
no investigations or audits of any Clear Skies Benefit Plan by any Governmental Authority currently pending and there have been
no such investigations or audits that have been concluded that resulted in any liability to Clear Skies, its Subsidiaries or its
ERISA Affiliates that has not been fully discharged. Each Clear Skies Benefit Plan has been operated, in all material respects,
in compliance with applicable Law and in accordance with its terms, and all reports, descriptions and filings required by the
Code, ERISA or any government agency with respect to each Clear Skies Benefit Plan have, in all material respects, been timely
and completely filed or distributed. Each Clear Skies Benefit Plan that is represented to be qualified under Section 401(a) of
the Code has a current favorable determination letter or is the adopter of a volume submitter or prototype document that has received
a favorable advisory or opinion letter from the IRS, all subsequent interim amendments have been made in a timely manner, and
no such Clear Skies Benefit Plan has been amended or operated in a way that could reasonably be expected to adversely affect its
qualified status or the tax-exempt status of its related trust. No Clear Skies Benefit Plan that is represented to be qualified
under Section 401(a) of the Code has been terminated or partially terminated during the preceding six years, nor has Clear Skies
discontinued contributions to any such plan, without notice to and approval by the IRS, to the extent such notice to and approval
by the IRS is required by applicable Law. There are no pending Claims relating to any Clear Skies Benefit Plan (other than ordinary
claims for benefits) and none are threatened. No Clear Skies Benefit Plan provides retiree medical or retiree life insurance benefits,
except as required under Section 4980B of the Code and subsequent guidance. Each Clear Skies Benefit Plan that is a group health
plan within the meaning of Section 5000(b)(1) of the Code or similar state Law, is currently in compliance with an has always
complied with the applicable continuation requirements of Section 4980B of the Code (as well as its predecessor provision, Section
162(k) of the Code) and Section 601 through 608, inclusive, of ERISA or similar state applicable Law. Clear Skies has not established
or maintained, nor has any liability with respect to, any deferred compensation plan, program, or arrangement (including any “nonqualified
deferred compensation plan”) that is not in compliance with the applicable provisions of Section 409A of the Code. Each
Clear Skies Benefit Plan is amendable and terminable unilaterally by Clear Skies or its subsidiaries at any time without liability
or expense (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses
related thereto). The investment vehicles used to fund any Clear Skies Benefit Plan may be changed at any time without incurring
a sales charge, surrender fee or similar expense.


 




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Section
3.19 Regulatory Agencies. All filings heretofore made by Clear Skies and its Subsidiaries with all federal, state and local
agencies or commissions were made in compliance with applicable Laws and the factual information contained therein was true and
correct, in each case in all material respects as of the respective dates of such filings.


 


Section
3.20 Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on Clear Skies, (a) Clear Skies owns or has the right to use pursuant to a license, sublicense, agreement or otherwise
all material items of Intellectual Property required in the operation of its business as presently conducted or planned to be
conducted; (b) no third party has asserted in writing delivered to Clear Skies or its Subsidiaries an unresolved claim that Clear
Skies or its Subsidiaries are infringing on the Intellectual Property of such third party; and (c) to the Knowledge of Clear Skies,
no third party is infringing on the Intellectual Property owned by Clear Skies or its Subsidiaries.


 


Section
3.21 Investment Representations. Each Member will acquire Cerberus Stock for his own account for investment purposes only
and not with a view to the distribution thereof. Each Member acknowledges and agrees that he (a) understands and agrees that the
Cerberus Stock has not been registered under the Securities Act or any state securities Laws, and that accordingly, they will
not be fully transferable except as permitted under various exemptions contained in the Securities Act and applicable state securities
Laws, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act and applicable state
securities Laws, (b) must bear the economic risk of its investment in its Cerberus Stock for an indefinite period of time because
they have not been registered under the Securities Act and applicable state securities Laws and therefore cannot be sold unless
they are subsequently registered or an exemption from registration is available, (c) understands that absent an effective registration
statement under the Securities Act and applicable state securities Laws covering the disposition of the Cerberus Stock, such stockholder
will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Cerberus Stock absent a valid exemption
from the registration and prospectus delivery requirements of the Securities Act and the registration or qualification requirements
of any applicable state securities Laws and (d) understands that the Cerberus Stock will bear a customary legend reflecting the
fact that such shares are “restricted securities” as defined in Rule 144 under the Securities Act and subject to the
Lock-up Agreement, the form of which is attached hereto as Annex 2.


 


Section
3.22 Independent Evaluation. In entering into this Agreement, the Members acknowledges and affirms that he has relied and
will rely solely on the terms of this Agreement and upon his independent analysis, evaluation and investigation of, and judgment
with respect to, the business, economic, legal, Tax or other consequences of this transaction.


 


Section
3.23 No Other Representations or Warranties. Neither Clear Skies nor any other Person makes (and Cerberus agrees that it
is not relying upon) any other express or implied representation or warranty with respect to Clear Skies (including the value,
condition or use of any asset) or the transactions contemplated by this Agreement, and Clear Skies disclaims any other representations
or warranties not contained in this Agreement, whether made by Clear Skies, any Affiliate of Clear Skies or any of their respective
officers, directors, managers, employees or agents. Except for the representations and warranties contained in this Agreement,
Clear Skies disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information
made, communicated or furnished (orally or in writing) to Cerberus or any of its Affiliates or any of its officers, directors,
managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided
to Cerberus by any director, officer, employee, agent, consultant or representative of Clear Skies or any of its Affiliates).
The disclosure of any matter or item shall not be deemed to constitute an acknowledgment that any such matter is required to be
disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect on Clear
Skies.


 




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ARTICLE
IV

Covenants


 


Section
4.1 Confidentiality. From and after the Closing, the Members shall, and shall cause their respective Affiliates to,
hold, and shall use their reasonable best efforts to cause its or their respective Representatives to hold, in confidence any
and all information, whether written or oral, concerning Clear Skies, except to the extent that Members can show that such
information (a) is generally available to and known by the public through no fault of the Members, any of their respective
Affiliates or their respective Representatives; or (b) is lawfully acquired by such Member, any of his Affiliates or their
respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information
by a legal, contractual or fiduciary obligation. If the Members or any of their Affiliates or their respective
Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of
Law, the Members shall promptly notify Cerberus in writing and shall disclose only that portion of such information which
such Member is advised by its counsel in writing is legally required to be disclosed, provided that the Members shall
use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential
treatment will be accorded such information.


 


Section
4.2 Non-competition; Non-solicitation.


 


(a)
For a period of (2) years commencing on the Closing
Date (the “Restricted Period”), the Members shall not, and shall not permit any of his Affiliates to, directly
or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in
any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner,
Member, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with
the business relationships (whether formed prior to or after the date of this Agreement) between Clear Skies and customers or
suppliers of Clear Skies. Notwithstanding the foregoing, Members may own, directly or indirectly, solely as an investment, securities
of any Person traded on any national securities exchange if Members is not a controlling Person of, or a member of a group which
controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person.


 


(b)
During the Restricted Period, the Members shall
not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit any employee of Clear Skies or
encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically
to any such employees.


 


(c)
During the Restricted Period, the Members shall
not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit
or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting
their business or services from the Company.


 




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(d)
The Members acknowledge that a breach or threatened
breach of this Section 4.2 would give rise to irreparable harm to Cerberus, for which monetary damages would not be an
adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Members of any such obligations,
Cerberus shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be
entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief
that may be available from a court of competent jurisdiction (without any requirement to post bond).


 


The
Members acknowledges that the restrictions contained in this Section 4.2 are reasonable and necessary to protect the legitimate
interests of Cerberus and constitute a material inducement to Cerberus to enter into this Agreement and consummate the transactions
contemplated by this Agreement. In the event that any covenant contained in this Section 4.2 should ever be adjudicated
to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then
any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to
the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in
this Section 4.2 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability
of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions
hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant
or provision in any other jurisdiction.


 


ARTICLE
V

Indemnification


 


Section
5.1 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained
herein shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the
Closing Date; provided, that the representations and warranties in Sections 2.1, 2.2, 2.3, 3.1,
3.2, and 3.3 shall survive indefinitely and the representations and warranties in Sections 3.11 and 3.18
shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension
thereof) plus 60 days. All covenants and agreements of the parties contained herein (other than any covenants or agreements contained
in Section 4.2 which are subject to Section 4.2 shall survive the Closing indefinitely or for the period explicitly
specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent
known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date
of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty
and such claims shall survive until finally resolved.


 


Section
5.2 Indemnification By the Members. Subject to the other terms and conditions of this ARTICLE V, the Members, jointly
and severally, shall indemnify and defend each of Cerberus and its Affiliates (including Clear Skies) and their respective Representatives
(collectively, the “Cerberus Indemnitees”) against, and shall hold each of them harmless from and against,
and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Cerberus Indemnitees
based upon, arising out of, with respect to or by reason of:


 


(a)
any inaccuracy in or breach of any of the representations
or warranties of Clear Skies and the Members contained in this Agreement or in any certificate or instrument delivered by or on
behalf of Clear Skies and the Members pursuant to this Agreement; or


 




    	 	12	 



     


    

 


(b)
any breach or non-fulfillment of any covenant,
agreement or obligation to be performed by Clear Skies or the Members pursuant to this Agreement.


 


Section
5.3 Indemnification By Cerberus. Subject to the other terms and conditions of this ARTICLE V, Cerberus shall indemnify
and defend each of Clear Skies and its Affiliates and their respective Representatives (collectively, the “Clear Skies
Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them
for, any and all Losses incurred or sustained by, or imposed upon, the Clear Skies Indemnitees based upon, arising out of, with
respect to or by reason of:


 


(a)
any inaccuracy in or breach of any of the representations
or warranties of Cerberus contained in this Agreement or in any certificate or instrument delivered by or on behalf of Cerberus
pursuant to this Agreement; or


 


(b)
any breach or non-fulfillment of any covenant,
agreement or obligation to be performed by Cerberus pursuant to this Agreement.


 


Section
5.4 Indemnification Procedures. The party making a claim under this ARTICLE V is referred to as the “Indemnified
Party”, and the party against whom such claims are asserted under this ARTICLE V is referred to as the “Indemnifying
Party.”


 


(a) Third
Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by
any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the
foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying
Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party
reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of
such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of
its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by
reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall
include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable,
of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to
participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the
Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall
cooperate in good faith in such defense; provided, that if the Indemnifying Party is Clear Skies, such Indemnifying
Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by
or on behalf of a Person that is a supplier or customer of Cerberus or its Affiliates, or (y) seeks an injunction or other
equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third
Party Claim, subject to Section 5.4(a), it shall have the right to take such action as it deems necessary to avoid,
dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the
Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with
counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and
disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable
opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are
different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between
the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the
reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party
determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to
promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to
diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 5.4(a), pay,
compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or
relating to such Third Party Claim. The Members and Cerberus shall cooperate with each other in all reasonable respects in
connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section
4.1) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual
out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably
necessary for the preparation of the defense of such Third Party Claim.


 




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(b)
Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not
enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided
in this Section 5.4(a). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation
of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional
release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying
Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified
Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified
Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party
as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to
such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party
Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense
pursuant to Section 5.4(a), it shall not agree to any settlement without the written consent of the Indemnifying Party
(which consent shall not be unreasonably withheld or delayed).


 


(c)
Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a
“Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt
written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim.
The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations,
except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by
the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence
thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the
Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct
Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance
alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim
and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance
(including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records)
as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond
within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party
shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions
of this Agreement.


 






    	 	14	 



     


    

 


(d)
Cooperation. Upon a reasonable request by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder
in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably
requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs
or expenses associated with taking such actions shall be included as Losses hereunder.


 


Section
5.5 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this
ARTICLE V, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication
by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment
of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date
of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made
at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365-day year and the
actual number of days elapsed.


 


Section
5.6 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated
by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.


 


Section
5.7 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified
Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation
made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified
Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.


 


ARTICLE
VI


Miscellaneous


 


Section
6.1 Waiver, Etc. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth
in an instrument in writing signed on behalf of such Party. Any such waiver shall constitute a waiver only with respect to the
specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other
respect or at any other time. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right hereunder.


 


Section
6.2 Assignment. Neither this Agreement nor any of the rights, interests or obligations of the Parties hereunder shall be
assigned, in whole or in part, by operation of law or otherwise, by any of the Parties without the prior written consent of the
other Parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable
by, the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section
6.2 shall be null and void.


 


Section
6.3 Counterparts. This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other Parties. A signed copy of this Agreement delivered by facsimile,
e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed
copy of this Agreement.


 






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Section
6.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Annexes hereto and the Confidentiality
Agreement, (a) constitutes the entire agreement and understanding of the Parties, and supersedes all other prior agreements and
understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement and thereof and
(b) shall not confer upon any Person other than the Parties any rights (including third-party beneficiary rights or otherwise)
or remedies hereunder, except for, in the case of clause (b), the provisions of Section 6.10.


 


Section
6.5 Governing Law; Jurisdiction; Waiver of Jury Trial.


 


(a)
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Arizona, applicable to contracts
executed in and to be performed entirely within that state, without giving effect to any conflicts of law principles that would
result in the application of any applicable Law other than the Law of the State of Arizona.


 





(b)
Each of the Parties irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations
arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations
arising hereunder brought by the other Parties or their successors or assigns, shall be brought and determined exclusively in
the United States District Court for the District of Arizona or, if such court lacks jurisdiction, the state district court of
Maricopa County, Arizona. Each of the Parties hereby irrevocably submits with regard to any such action or Proceeding for itself
and in respect of its or property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees
that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any
court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim
or otherwise, in any action or Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 6.5,
(ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced
in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution
of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action
or Proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or Proceeding is improper
or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


(c)
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY
PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 






    	 	16	 



     


    

 


Section
6.6 Specific Enforcement. The Parties hereby agree that irreparable damage would occur and that the Parties would not have
any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, and it is accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and that the Parties shall be entitled to enforce specifically the terms and
provisions of this Agreement, in each case, in accordance with this Section 6.6 in the United States District Court for
the District of Arizona or, if such court lacks jurisdiction, the state district court of Maricopa County, Arizona, this being
in addition to any other remedy to which any Party is entitled at law or in equity. Each of the Parties agrees that it will not
oppose the granting of an injunction, and each Party agrees that it will not oppose the granting of specific performance and other
equitable relief as provided herein on the basis that (x) each Party has an adequate remedy at law or (y) an award of specific
performance is not an appropriate remedy for any reason at law or equity. Each Party further agrees that no Party shall be required
to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred
to in this Section 6.6, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or
posting of any such bond or similar instrument.


 


Section
6.7 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been given and received (a) when delivered by hand (with written confirmation of receipt); (b) when
received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile
or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on
the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the
following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section
6.7):


 


If
to Cerberus, to:


 


Cerberus
Cyber Sentinel Corporation


7333
E. Doubletree, Suite D 270


Scottsdale,
Arizona 85258


Attn
: David G. Jemmett


Email
: david@cerberussentinel.com


 


with
a copy (which shall not constitute notice) to:


 


Gray
Reed & McGraw LLP


1601
Elm Street, Ste. 4600


Dallas,
Texas 75201


Attn:
David R. Earhart


E-mail:
dearhart@grayreed.com


 


If
to the Members, to:


 


Clear
Skies Security LLC


12460
Crabapple Rd STE 202-253


ALPHARETTA,
GA 30004


Attn:
Bradley MacKenzie


E-mail:
bmackenzie@clearskies.net


 


Section
6.8 Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to
be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions
of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.


 




    	 	17	 



     


    

 


Section
6.9 Interpretation.


 


(a)
When a reference is made in this Agreement to an Article, Section, Annex, Exhibit or Schedule, such reference shall be to an Article
of, a Section of, an Annex to, an Exhibit to or a Schedule to this Agreement unless otherwise indicated. The table of contents
and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” When used in this Agreement, the
words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import
shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise
defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined
or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute
as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent
and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments
incorporated therein. References to a Person are also to its permitted successors and assigns. All references to days mean calendar
days unless otherwise provided. The word “or” shall be inclusive and not exclusive.


 


(b)
The Parties have participated jointly in the negotiation and drafting of this Agreement with the assistance of legal counsel and
other advisors and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any provision of this Agreement or interim drafts of this Agreement.


 


Section
6.10 Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder,
agent, attorney, representative or affiliate of any Party or of any of its respective Affiliates shall have any liability (whether
in contract or in tort) for any obligations or liabilities of such Party arising under, in connection with or related to this
Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however,
that nothing in this Section 6.10 shall limit any liability of the Parties to this Agreement for breaches of the terms
and conditions of this Agreement.


 


[Signature
page follows.]


 




    	 	18	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first written
above.


 


	 	CERBERUS
    CYBER SENTINEL CORPORATION
	 	 	 
	 	By:	
	 	Name:	David
    Jemmett
	 	Title:	Chief
    Executive Officer


 


	 	CLEAR
    SKIES SECURITY LLC
	 	 	 
	 	By:	
	 	Name:	Bradley
    MacKenzie
	 	Title:	Chief
    Executive Officer


 


	 	
	 	Bradley
    MacKenzie
	 	 
	 	
	 	Richard
    Belisle
	 	 
	 	
	 	Greag
    Johnson
	 	 
	 	
	 	Scott
    Miles


 


[Signature
Page to Share Purchase Agreement]


 




    	 	 	 



    	 



    

 


ANNEX
1


DEFINITIONS







 


As
used in this Agreement, the following terms have the meanings ascribed thereto below:


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control
with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other
ownership interests, by contract or otherwise.


 


“Agreement”
is defined in the preamble.


 


“Audited
Clear Skies Financial Statements” is defined in Section 3.7.


 


“Business
Day” means a day other than a Saturday, a Sunday or other day on which banks in Phoenix, Arizona are authorized or required
by law to be closed.


 


“Cerberus”
is defined in the preamble.


 


“Cerberus
Financial Statements” is defined in Section 2.6.


 


“Cerberus
Indemnitees” is defined in Section 5.2.


 


“Cerberus
Organizational Documents” means the certificate of formation and bylaws of Cerberus as currently in effect.


 


“Cerberus
Stock” is defined in Section 1.2.


 


“Certificate
of Formation” means the Certificate of Formation of Clear Skies as filed with the State of Georgia, as amended.


 


“Claim”
means any and all claims, causes of action, demands, lawsuits, suits, information requests, Proceedings, governmental investigations
or audits and administrative Orders.


 


“Clear
Skies” is defined in the preamble.


 


“Clear
Skies Benefit Plan” or “Clear Skies Benefit Plans” is defined in Section 3.18.


 


“Clear
Skies Financial Statements” is defined in Section 3.7.


 


“Clear
Skies Indemnitees” is defined in Section 5.3.


 


“Clear
Skies Organizational Documents” means the Certificate of Formation and bylaws of Clear Skies as currently in effect.


 


“Clear
Skies Shares” is defined in Section 3.2(a).


 


“Closing”
is defined in Section 1.3.


 


“Closing
Date” is defined in Section 1.3.


 


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


 




    	 	Page A-1	 



    	 



    

 


“Confidentiality
Agreement” means the mutual confidentiality agreement, dated as of March 5, 2020 by and between Clear Skies and Cerberus,
as amended from time to time.


 


“Contracts”
means all leases, contracts, agreements, commitments, instruments and understandings, whether written or oral.


 


“Control”
is defined in the definition of the term “Affiliate.” “Creditor Rights” is defined in Section
2.3.


 


“Employee
Benefit Plan” means (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) all other compensation or employee benefit
plans, programs, policies, agreements or other arrangements, whether or not subject to ERISA, including cash, equity or equity-based,
employment, retention, change of control, health, medical, dental, disability, workman’s compensation, accident, life insurance,
day or dependent care, legal services, vacation, severance, retirement, pension, savings, or termination.


 


“Encumbrance”
means liens, charges, pledges, options, rights of first offer or refusal, mortgages, deeds of trust, security interests, claims,
restrictions (whether on voting, sale, transfer, disposition or otherwise), easements, lease or sublease, right of way, encroachment
and other encumbrances of every type and description, whether imposed by law, agreement, understanding or otherwise.


 


“ERISA”
is defined in the definition of the term “Employee Benefit Plan.”


 


“ERISA
Affiliate” means, with respect to any entity, trade, or business, any other entity, trade, or business that is a member
of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity,
trade, or business, or that is a member of the same “controlled group” as the first entity, trade, or business pursuant
to Section 4001(a)(14) of ERISA.


 


“GAAP”
means generally accepted accounting principles in the United States.


 


“Governmental
Authority” means any national, state, local, county, parish or municipal government, domestic or foreign, any court,
tribunal, arbitrator, regulatory or administrative agency, commission, subdivision, department or other authority or other governmental
instrumentality.


 


“Intellectual
Property” means all patents, trademarks, copyrights, trade secrets, know-how and other intellectual property.


 


“IRS”
means the Internal Revenue Service.


 


“Knowledge”
(i) when used with respect to Clear Skies, means the actual knowledge, after reasonable inquiry, of the Members and (ii) when
used with respect to Cerberus, means the actual knowledge, after reasonable inquiry, of David G. Jemmett.


 


“Law”
shall mean any domestic or foreign law, common law, statute, ordinance, rule, regulation, code, judgment, Order, writ, injunction,
decree or legally enforceable requirement enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental
Authority.


 


“Losses”
means any and all losses, claims, causes of action, assessments, damages, liabilities and costs and expenses (including reasonable
attorneys’ fees and expenses).


 




    	 	Page A-2	 



    	 



    

 


“Material
Adverse Effect” means, with respect to a Person, (a) a material adverse effect on the ability of such Person to perform
or comply with any material obligation under this Agreement or to consummate the transactions contemplated hereby in accordance
with the terms hereof, or (b) any change, effect, event or occurrence that, individually or in the aggregate, has had or would
reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such
Person and its Subsidiaries, taken as a whole; provided, however, that any adverse changes, effects, events or occurrences
resulting from or due to any of the following shall be disregarded in determining whether there has been a Material Adverse Effect:
(i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial, credit, debt,
securities or other capital markets or political, legislative or regulatory conditions or changes in the industries in which such
Person operates; (ii) the announcement or pendency of this Agreement or the transactions contemplated hereby or the performance
of this Agreement; (iii) any change in the market price or trading volume of Clear Skies Units (it being understood and agreed
that the foregoing shall not preclude any other Party to this Agreement from asserting that any facts or occurrences giving rise
to or contributing to such change that are not otherwise excluded from the definition of Material Adverse Effect should be deemed
to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material
Adverse Effect); (iv) acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure
events; (v) changes in any applicable Laws or regulations applicable to such Person or applicable accounting regulations or principles
or the interpretation thereof; (vi) any Proceedings commenced by or involving any current or former member, partner or stockholder
of such Person (on their own or on behalf of such Person) arising out of or related to this Agreement or the transactions contemplated
hereby; and (vii) changes, effects, events or occurrences generally affecting the prices of oil, gas, natural gas, natural gas
liquids or other commodities; provided, however, that changes, effects, events or occurrences referred to in clauses
(i), (iv) and (v) above shall be considered for purposes of determining whether there has been or would reasonably be expected
to be a Material Adverse Effect if and to the extent such state of affairs, changes, effects, events or occurrences has had or
would reasonably be expected to have a disproportionate adverse effect on such Person and its Subsidiaries, as compared to other
companies operating in the industries in which such Person and its Subsidiaries operate.


 


“Material
Contracts” means all material Contracts to which a Party is a party as of the date hereof and which relate to the conduct
of the business of the Party or which, from and after the Closing, will burden the properties of the Party in any material respect.


 


“Order”
shall mean any order, judgment, writ, stipulation, award, injunction, decree, arbitration award or finding of any Governmental
Authority.


 


“Party”
or “Parties” is defined in the preamble.


 


“Permit”
means all licenses, permits, franchises, consents, approvals and other authorizations of or from any Governmental Authority.


 


“Permitted
Encumbrances” means with respect to any Person, (a) statutory Encumbrances for current Taxes not yet due and payable
or the amount or validity of which is being contested in good faith by appropriate Proceedings and are adequately reserved for
in accordance with GAAP; (b) mechanics’, carriers’, workers’, repairers’ and similar statutory Encumbrances
arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate
Proceedings; (c) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction
over such Person’s owned or leased real property, which are not violated by the current use and operation of such real property;
(d) any right of way or easement related to public roads and highways; (e) Encumbrances arising under workers’ compensation,
unemployment insurance, social security, retirement and similar legislation; and (f) Encumbrances arising from the terms of the
leases and other instruments creating such title or interest.


 


“Person”
means an individual, an entity, a limited liability company, a partnership, an association, a trust or any other entity, including
a Governmental Authority.


 




    	 	Page A-3	 



    	 



    

 


“Proceeding”
means all proceedings, actions (whether civil, criminal, administrative or otherwise), claims, suits, investigations, arbitrations,
mediations or inquiries by or before any arbitrator or Governmental Authority.


 


“Related
Person” with respect to any Person, means any Affiliate, officer or director of such Person, or any of their respective
family members of such Person any Person in which any of the foregoing has, directly or indirectly, a material interest.


 


“Representatives”
means the directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives
of such Person.


 


“Restricted
Business” means any business competitive with Clear Skies.


 


“Securities”
means any class or series of equity interest in a Party, including without limitation, the Clear Skies Shares, Cerberus Stock,
and the equity interests of each Subsidiary of any Party.


 


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


 


“Subsidiary”
when used with respect to any Party, means any entity, limited liability company, partnership, association, trust or other entity,
the accounts of which would be consolidated with those of such Party in such Party’s consolidated financial statements if
such financial statements were prepared in accordance with GAAP, as well as any other entity, limited liability company, partnership,
association, trust or other entity of which securities or other ownership interests representing more than fifty percent (50%)
of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty
percent (50%) of the general partnership interests or, in the case of a limited liability company, the managing member) are, as
of such date, owned by such Party or one or more Subsidiaries of such Party.


 


“Tax
Return” means any return, report, declaration, or similar statement or form required to be filed with a Taxing Authority
with respect to any Tax (including any attached s and related or supporting information), including any information return, claim
for refund, amended return or declaration of estimated Tax, and including any amendment thereof.


 


“Taxes”
means (a) any taxes, assessments, fees and unclaimed property and escheat obligations, imposed by any Governmental Authority,
including net income, gross income, profits, gross receipts, net receipts, capital gains, net worth, doing business, license,
stamp, occupation, premium, alternative or add-on minimum, ad valorem, real property, personal property, transfer, real property
transfer, value added, sales, use, environmental (including taxes under Code Section 59A), customs, duties, capital stock, stock,
stamp, document, filing, recording, registration, authorization, franchise, excise, withholding, social security (or similar),
fuel, excess profits, windfall profit, severance, extraction, production, net proceeds, estimated or other tax, including any
interest, penalty or addition thereto, whether disputed or not, and any expenses incurred in connection with the determination,
settlement or litigation of the Tax liability, (b) any obligations under any agreements or arrangements with respect to Taxes
described in clause (a) above, and (c) any transferee liability in respect of Taxes described in clauses (a) and (b) above or
payable by reason of assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any predecessor
or successor thereof or any analogous or similar provision under Law) or otherwise.


 


“Taxing
Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the agency (if any)
charged with the collection of such Tax.


 


“Territory”
means the Atlanta metro area.


 


“Unaudited
Clear Skies Financial Statements” is defined in Section 3.7.


 




    	 	Page A-4	 



    	 



    

 


ANNEX
2


LOCK
UP AGREEMENT


 


THIS
LOCK UP AGREEMENT (the “Agreement”) is entered as of this 31st day of July, 2020 (the “Effective
Date”) by and between Bradley MacKenzie, Richard Belisle, Greag Johnson and Scott Miles (individually, a “Stockholder”
and collectively, the “Stockholders”), and Cerberus Cyber Sentinel Corporation, a Delaware corporation (the
“Company”).


 


WHEREAS,
the Stockholders are collectively the owners of 2,330,000 shares of the Company’s common stock, par value $0.0001 per share
(the “Shares”), and as an inducement to third parties to invest in the Company’s common stock,
each Stockholder is willing to execute this Agreement.


 


NOW
THEREFORE, in consideration of the premises and of the terms and conditions contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.
LOCK UP OF SHARES; PERMITTED LEAK OUTS.


 


(a)
Each Stockholder hereby agrees that, without the prior written consent of the Company and except as set forth below, he will not
during the period commencing on the Effective Date and ending on the 12 month anniversary of the Effective Date (the “Lock
Up Period”) (i) offer, pledge, gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale,
future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Shares, whether any such transaction is to be settled by delivery of shares of the Company’s Common Stock or such
other securities, in cash or otherwise ((i) and (ii) being hereinafter collectively referred to as the “Lock Up”);


 


(b)
The Stockholder hereby authorizes the Company during the relevant Lock Up Period to cause any transfer agent for the Shares to
decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject
to the Lock Up for which the Stockholder is the record holder and, in the case of Shares subject to this Agreement for which the
Stockholder is the beneficial but not the record holder, agrees during the Lock Up Period to cause the record holder to cause
the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records
relating to the Shares subject to the Lock Up, if such transfer would constitute a violation or breach of this Agreement; and


 


(c)
Notwithstanding the foregoing the Stockholder may transfer the Shares as set forth below (collectively, the “Permitted
Transfer”), provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company
a lock-up letter substantially in the form of this letter contemporaneously with such transaction (such letter reflecting the
time remaining for the obligations hereunder, and does not serve to increase the length of any of the obligations hereunder or
thereunder):


 


(i)
as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member.


 




    	 	Page B-1	 



    	 



    

 


(ii)
the pledge, hypothecation or granting of a collateral security interest in the Shares; and


 


(iii)
the sale or transfer of all or any portion of the Shares via private sale (a “Private Sale”).


 


(iv)
Upon request by the Stockholder, the Company agrees to use commercially reasonable efforts to facilitate a Private Sale of the
Shares at the then current bid price of the Company’s Common Stock. Following the release of any Shares from the Lock Up,
the Stockholder agrees to limit the resales of such Shares in the public market as follows (the “Additional Restrictions”):
if the daily average trading volume on the primary trading markets on which the Common Stock is then quoted or listed (i) is less
than 30,000 shares of Common Stock, the Stockholder shall not sell more than 1,000 Shares per trading day; (ii) is greater than
30,000 shares of Common Stock, but less than 100,000 shares, the Stockholder shall not sell more than 5,000 Shares per trading
day; and (iii) is greater than 100,000 shares, the Stockholder shall not sell more than 50,000 Shares. Notwithstanding the foregoing,
if not earlier terminated in accordance with the terms hereof, the Additional Restrictions shall automatically terminate and cease
to be of further force and effect, on the 36 month anniversary of the Effective Date.


 


2.
RELEASES.


 


(a)
The Lock Up and the Additional Restrictions shall automatically terminate if a Change of Control should occur during the Lock
Up Period. For the purposes of this Agreement, “Change of Control” shall mean any one of the following: (i)
the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively,
a “Person”) (except a merger or consolidation in which the holders of capital stock of the Company immediately
prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital
stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital
stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting
power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board
of directors of the Company, or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for
any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all
or substantially all of the assets or earning power of Company; or (iv) dissolution, liquidation or winding up of the affairs
of the Company.


 


(b)
All of the Company’s Common Stock (or options or other instruments convertible into such Common Stock) now owned or hereafter
acquired, and held, directly or indirectly, by officers or directors of the Company are subject to a lock up agreement which is
at least as restrictive as this Agreement, and which contain a Lock Up Period and Additional Restrictions, each expiring no earlier
than the periods provided for herein. At any time during the Lock Up Period or prior to the expiration of the Additional Restrictions,
in the sole discretion of the Company’s board of directors, the Company may elect to release some or all of the Common Stock
of any holder from the terms of a lock up in such amounts as it may determine; provided that any such release shall also provide
for the release of the Shares under this Agreement, in an equal percentage to the total number of Shares subject to this Agreement
as to the release of the lock up of shares of the Company’s Common Stock for any such other holder benefiting from such
release.


 




    	 	Page B-2	 



    	 



    

 


3.
TRANSFER; SUCCESSOR 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. As provided above, any Permitted Transfer shall require the transferee
to execute a lock up agreement in accordance with the same terms set forth herein. 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.


 


4.
COMPLIANCE WITH SECURITIES LAWS. In the event of a Permitted Transfer, as a condition to the Company agreeing to such Permitted
Transfer, the Stockholder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company,
to the effect that the transfer is exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), and that the transfer otherwise complies with the terms of this Agreement.


 


5.
LEGENDS.


 


(a)
The Stockholder hereby agrees that each outstanding certificate representing the Shares, or the records of the transfer agent
for the Shares if the Shares are registered in book-entry form, shall during the Lock Up Period, in addition to any other legends
as may be required in compliance with Federal securities laws, bear a legend reading substantially as follows:


 


THE
SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP
AGREEMENT DATED JULY     , 2020, BETWEEN THE ISSUER AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH
SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK
UP AGREEMENT.


 


(b)
A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company
and shall be made available for inspection by any stockholder of the Company. In addition, a copy of this Agreement shall be filed
with the Company’s transfer agent of record.


 


6.
NO OTHER RIGHTS. The Stockholder understands and agrees that the Company is under no obligation to register the sale,
transfer or other disposition of the Shares under the Securities Act or to take any other action necessary in order to make compliance
with an exemption from such registration available.


 


7.
SPECIFIC PERFORMANCE. The Stockholder acknowledges that there would be no adequate remedy at law if the Stockholder
fails to perform any of its obligations hereunder, and accordingly agrees that the Company, in addition to any other remedy to
which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Stockholder
under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 7 is subject
to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.


 




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8.
NOTICES. All notices, statements, instructions or other documents required to be given hereunder shall be in writing
and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either
certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices
and to the Stockholder at the address last appearing on the books and records of the Company.


 


9.
RECAPITALIZATIONS AND EXCHANGES AFFECTING SHARES. Except as otherwise provided herein, the provisions of this Agreement
shall apply, to the full extent set forth herein with respect to the Shares, and to any and all shares of capital stock or equity
securities of the Company which may be issued by reason of any stock dividend, stock split, reverse stock split, combination,
recapitalization, reclassification or otherwise.


 


10.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in Maricopa
County in the State of Arizona. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the
purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by
law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in Phoenix, Arizona, and
hereby further irrevocably waive any claim that any suit, action or proceeding brought in Phoenix Arizona has been brought in
an inconvenient form.


 


11.
COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


12.
ATTORNEYS’ FEES. If any action at law or in equity (including arbitration) is necessary to enforce or interpret
the terms of this Agreement, 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 as determined by such court, equity or arbitration proceeding.


 


13.
AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended with the written consent of the Company and the Stockholder.
No delay or failure on the part of the Company in exercising any power or right under this Agreement shall operate as a waiver
of any power or right.


 


14.
SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions
of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with
its terms.


 


15.
CONSTRUCTION. This Agreement has been entered into freely by each of the parties, following consultation with their
respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor
of or against either party.


 


16.
ENTIRE AGREEMENT. This Agreement and the documents referred to herein constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties
hereto are expressly canceled.


 


[Signature
page follows.]


 




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


 


	 	CERBERUS
    CYBER SENTINEL CORPORATION
	 	 	 
	 	By:	
	 	Name:	David
    Jemmett
	 	Title:	Chief
    Executive Officer


 


	 	
	 	Bradley
    MacKenzie
	 	 
	 	
	 	Richard
    Belisle
	 	 
	 	
	 	Greag
    Johnson
	 	
	 	
	 	Scott
    Miles


 




    	 	Page B-5