SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2017, between Andina II Holdco
Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto
(each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.


 


WHEREAS,
the Company has entered into (i) an Agreement and Plan of Merger (as may be amended from time to time in accordance with Section
4.16(a), the “Merger Agreement”), dated as of October 27, 2017, with Lazy Days’ R.V. Center, Inc.
(“Lazy Days’”), Andina Acquisition Corp. II, a Cayman Islands exempted company (“Parent”),
and Andina Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, on
the closing of the transactions contemplated by the Merger Agreement, Lazy Days’ will become a wholly owned subsidiary of
the Company and (ii) two Securities Purchase Agreements, each dated as of October 27, 2017, with certain investors party thereto,
pursuant to which, among other things, the Company will issue and sell to each such investors, and each such investor will, severally
and not jointly, purchase shares of (x) Common Stock and Common Stock purchase warrants or (y) Common Stock and not Common Stock
purchase warrants (as each may be amended from time to time in accordance with Section 4.16(a), collectively, the “Securities
Purchase Agreements”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following
terms have the meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 




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“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary
of State of Delaware, in the form of Exhibit D attached hereto.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the day on which the Closing occurs.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Sale Closing” means the closing of the transactions contemplated by the Securities Purchase Agreements in accordance
with the terms thereof.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such common stock may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company
Counsel” means Graubard Miller, with offices located at 405 Lexington Avenue, 11th Floor, New York, New York
10174.


 


“Disclosure
Schedules” means the Disclosure Schedules under the Merger Agreement delivered concurrently herewith.


 


“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.


 


“Effective
Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the
Commission, (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the
requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume
or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Underlying
Shares is not an Affiliate of the Company, or (d) all of the Underlying Shares may be sold pursuant to an exemption from registration
under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to
such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant
to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.


 




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“Equity
Securities” mean (i) any Common Stock, Preferred Stock, Warrant or other security of the Company, (ii) any security
convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other
security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe
to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.


 


“Escrow
Agent” means Alerus Financial, a national association.


 


“Escrow
Agreement” means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent
and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied
to the transactions contemplated hereunder.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Company, (b) Equity Securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or
other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date
of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
with stock splits or combinations) or to extend the term of such securities, and (c) Equity Securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith during the prohibition period in Section 4.13, and provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 




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“Funds
Delivery Date” means the date that the Purchaser has delivered its Subscription Amount to the Escrow Account upon written
instructions from the Company and Placement Agent to initiate payment in anticipation of the Closing.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
means obligations and indebtedness (i) for borrowed money (other than trade accounts payable incurred in the ordinary course of
business), (ii) evidenced by a note, bond, debenture or similar instrument, (iii) under letters of credit, banker’s acceptances
or similar credit transactions, (iv) under interest rate swaps, forward contracts, futures or other hedging arrangements and (v)
for any other Person’s obligation or indebtedness of the same type as any of the foregoing, whether as obligor, guarantor
or otherwise.


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” mean any change, event, or occurrence, individually or when aggregated with other changes, events, or
occurrences, that has or would reasonably be expected to have a materially adverse effect on the business, operations or financial
condition, of the Company and their respective Subsidiaries taken as a whole, provided however that none of the following
alone or in combination shall be deemed, in and of itself, to constitute a Material Adverse Effect or be considered in any determination
as to whether a Material Adverse Effect has occurred or is continuing: any changes, events, occurrences or effects arising out
of, resulting from or attributable to (A) business or economic conditions in the world or the industries in which the Company
or any of its Subsidiaries operates except to the extent (and solely to the extent) it impacts the Company disproportionately
to the industry in which it operates as a whole, (B) the economy, credit or financial or capital markets anywhere in the world
(including, without limitation, changes in interest or exchange rates) except to the extent (and solely to the extent) it impacts
the Company disproportionately to the industry in which it operates as a whole, (C) changes in GAAP or any accounting standards
or policies, (D) changes in law or other directives issued by the Commission or Trading Market, (E) the failure of the financial
or operating performance of the Company or any of its Subsidiaries to meet projections, forecasts or budgets for any period, (F)
any damage, destruction, loss or casualty to any of the properties or assets of the Company or any of its Subsidiaries that is
covered by insurance, (G) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage
or terrorism, (H) earthquakes, hurricanes, tornados or other natural disasters, or (I) changes attributable to the public announcement
or pendency of the transactions contemplated hereby.


 




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“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).


 


“Merger
Closing” means the closing of the transactions contemplated by the Merger Agreement in accordance with the terms thereof.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agent” means Craig-Hallum Capital Group LLC.


 


“Preferred
Stock” means the up to 600,000 shares of the Company’s Series A Convertible Preferred Stock issued hereunder having
the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit D hereto.


 


“Preferred
Pro Rata Share” means, with respect to a Purchaser, the ratio of (a) the number of shares of Preferred Stock of which
such Purchaser is deemed to be the beneficial owner immediately prior to delivery of a Surviving Claim Notice to (b) the total
number of shares of outstanding Preferred Stock immediately prior to the delivery of such Surviving Claim Notice.


 


“Pro
Rata Share” means, with respect to a Purchaser, the ratio of (a) the number of shares of the Company’s Common
Stock (including all shares of Common Stock issuable or issued upon conversion of shares of Preferred Stock or upon the exercise
of outstanding warrants or options) of which such Purchaser is deemed to be the beneficial owner immediately prior to the issuance
of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares
of Common Stock issued or issuable upon conversion of shares of Preferred Stock or upon the exercise of any outstanding warrants
or options) immediately prior to the issuance of the Equity Securities.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Redemption
Shares” means a number of shares of Preferred Stock that may be required to be redeemed pursuant to Section 4.18
with respect to a Surviving Claim Amount (as may be adjusted pursuant to Section 4.18(c)) equal to the quotient of (i) such
Surviving Claim Amount, divided by (ii) the applicable Liquidation Preference.


 




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“Registration
Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and
the Purchasers, in the form of Exhibit A attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchasers of the Warrants and the Underlying Shares.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants
or conversion in full of all shares of Preferred Stock, ignoring any conversion or exercise limits set forth therein.


 


“Required
Purchasers” means (i) prior to Closing, Purchasers who, together with their Affiliates, collectively have agreed to
purchase at least a majority of the shares of Preferred Stock to be sold hereunder and (ii) from and after the Closing, Purchasers
beneficially owning (calculated in accordance with Rule 13d-3 under the Exchange Act without giving effect to any limitation on
exercise of the Warrants or the Prefunded Warrants set forth therein) collectively at least a majority of the shares of Preferred
Stock sold hereunder then outstanding.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Preferred Stock, the Warrants and the Underlying Shares.


 


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


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Stated
Value” means $100.00 per share of Preferred Stock.


 


“Subscription
Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Preferred Stock and Warrants purchased
hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 




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“Subsidiary”
means any subsidiary of the Company.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market (“Nasdaq”), the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, the Warrants, the Registration Rights Agreement, the
Merger Agreement, the Securities Purchase Agreements, all exhibits and schedules thereto and hereto and any other documents or
agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing
address of 1 State Street Plaza, New York, New York 10004 and a facsimile number of (212) 509-5150, and any successor transfer
agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, or upon exercise
of the Warrants.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock are not then
listed or quoted for trading on any Trading Market and if prices for the Common Stock are then reported on the OTC Bulletin Board
or in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other cases,
the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Required
Purchasers and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section
2.2(a), which Warrants shall be exercisable immediately and have a term of exercise equal to five years, in the form of Exhibit
C attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 









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ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein the Company agrees to sell,
and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $60,000,000 of Preferred Stock and Warrants.
At the Closing, (i) the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants as determined
pursuant to Section 2.2(a), (ii) the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing and (iii) each Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately
available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such
Purchaser. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur
at the offices of Company Counsel or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)
this Agreement duly executed by the Company;


 


(ii)
a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto;


 


(iii)
a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by
the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation
from the Secretary of State of Delaware;


 


(iv)
a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ten percent (10%)
of the such Purchaser’s Preferred Stock on an as-converted to Common Stock basis, with an exercise price equal to $11.50
per whole share, subject to adjustment therein;


 


(v)
the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed
by the Chief Executive Officer or Chief Financial Officer; and


 


(vi)
the Registration Rights Agreement duly executed by the Company.


 


(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Escrow Agent and Company, as applicable,
the following:


 


(i)
this Agreement duly executed by such Purchaser;


 




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(ii)
to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer; and


 


(iii)
the Registration Rights Agreement duly executed by such Purchaser.


 


2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date); except where the failure of such representations
and warranties to be so true and correct (without giving any effect to any limitation as to “materiality” or “Material
Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect;


 


(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed or complied with in all material respects;


 


(iii)
the Merger Closing shall occur concurrently with the Closing;


 


(iv)
the aggregate Subscription Amount for all the Securities shall have been delivered to the Escrow Agent by wire transfer of immediately
available funds to an account specified in writing by the Company in accordance with the Escrow Agreement; and


 


(v)
the delivery by each Purchaser of the items set forth in Section 2.2(b).


 


(b)
The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions
being met:


 


(i)
the accuracy in all respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date); except where the failure of
such representations and warranties to be so true and correct (without giving any effect to any limitation as to “materiality”
or “Material Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect;


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed or complied with in all material respects;


 




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(iii)
the delivery by the Company of the items set forth in Section 2.2(a);


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v)
the Merger Closing shall occur concurrently with the Closing and none of the Company, Parent or Merger Sub shall have waived any
of the conditions to their respective obligations to consummate the Merger Closing without the prior written consent of the Purchasers;


 


(vi)
the Common Sale Closing has occurred, or substantially concurrently with the Closing will occur, (A) pursuant to which the Company
received, or will receive, cash in an amount equal to at least $22,500,000 in the aggregate pursuant to the sale of shares of
Common Stock (with no other accompanying security of the Company) and/or units of the Company comprised of (y) a share of Common
Stock and (z) a warrant to purchase one-half (1/2) share of Common Stock at an exercise price of $11.50 per share, at a price
per such unit of no less than $8.75; provided, however, that no more than $7,000,000 of such aggregate amount may
be received by the Company pursuant to the sale of shares of Common Stock (with no other accompanying security of the Company)
at a price per share of no less than $8.55; and (B) the Company shall not have waived any of the conditions to its obligations
to consummate the Common Sale Closing without the prior written consent of the Purchasers;


 


(vii)
the aggregate Subscription Amount for the Securities purchased by the other Purchasers who are not Affiliates of such Purchaser
shall have been, or substantially concurrently with the Closing will be, delivered to the Company by wire transfer of immediately
available funds to an account specified in writing by the Company;


 


(viii)
the Company shall have filed with Nasdaq an application for the listing of the Listed Securities on Nasdaq, a copy of which shall
have been provided to the Purchasers, and Nasdaq shall have raised no objection with respect thereto;


 


(ix)
no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the Merger Closing or the consummation of the transactions
contemplated hereby or in the other Transaction Documents; and


 


(x)
there shall be no Action by a governmental entity pending or threatened against Lazy Days’, Parent, the Company or Merger
Sub or any of their respective Affiliates arising out of, or in any way connected with, the Merger Agreement or any of the transactions
contemplated thereby.


 




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2.4
Escrow Agreement. Each Purchaser acknowledges that its Subscription Amount will be
released by the Escrow Agent to the Company at the Closing, upon satisfaction or waiver of the conditions set forth in
Sections 2.2 and 2.3, pursuant to the terms and conditions of the Escrow Agreement,
without any further instruction or consent from the Purchaser. If the Closing does not occur within 10 Business Days of
the Funds Delivery Date, the offering contemplated hereby shall be deemed terminated and the Company shall cause the Escrow Agent
to return promptly all proceeds then held by it without deduction or interest, to each Purchaser.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to
each Purchaser:


 


(a)
Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect.


 


(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 




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(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filings required pursuant to Section 4.4, (ii) the filing with the Commission pursuant to the Registration
Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities
and the listing of the Underlying Shares for trading thereon in the time and manner required thereby, (iv) the filing of Form
D with the Commission and such filings as are required to be made under applicable state securities laws and (v) all filings and
approvals required for the Merger Closing to be able to occur (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved
from its duly authorized capital stock a number of shares at least equal to the Required Minimum.


 




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(g)
Capitalization.


 


(i)
The capitalization of the Company consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares
of preferred stock, par value $0.0001 per share. Parent is the owner of all 10 issued and outstanding shares of common stock of
the Company. The Company has not issued any capital stock other than the aforementioned 10 shares of common stock. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or
acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents
or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to
issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are
no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound
to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities
laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for
or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required
for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s stockholders.


 


(ii)
Assuming (i) the consummation of each of the Merger Closing and the Common Sale Closing and (ii) no additional exercises following
the date hereof by the holders of Parent Ordinary Shares (as defined in the Merger Agreement) issued in Parent’s initial
public offering of their right to convert such shares into cash in accordance with Parent’s organizational documents, Schedule
3.1(g)(ii) sets forth the following as of immediately following the Closing:


 




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	 	(A)	the
    aggregate number of shares of Preferred Stock issued and outstanding and the number of shares of Common Stock issuable upon
    conversion thereof;
	 	 	 
	 	(B)	the
    aggregate number of shares of Common Stock issued and outstanding;
	 	 	 
	 	(C)	the
    aggregate number of shares of Common Stock issuable pursuant to outstanding rights to acquire Common Stock (other than options
    and warrants);
	 	 	 
	 	(D)	with
    respect to each warrant to purchase shares of capital stock of the Company issued and outstanding (x) the identity of the
    Person to which such warrant was issued (unless held in street name), (y) the exercise price of such warrant and (z) the number
    and type of shares to be issued on upon exercise thereof;
	 	 	 
	 	(E)	the
    number and type of shares of capital stock of the Company beneficially owned by Wayzata and Andina initial shareholders (as
    defined in the Company’s Registration Statement on Form S-1); and
	 	 	 
	 	(F)	assuming
    the issuance of all shares of Common Stock issuable upon conversion of shares of Preferred Stock or upon the exercise of any
    issued and outstanding warrants, options or other rights, the identity of each Person that beneficially owns five percent
    (5%) or more of the total number of shares of the Company’s outstanding Common Stock and each such Person’s percentage
    of such beneficial ownership. 


 


(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or
regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of
the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.


 




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(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since its date of inception, (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its
method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company
has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.
The Company does not have pending before the Commission any request for confidential treatment of information. Except for the
issuance of the Securities contemplated by this Agreement or to Parent as previously set forth herein, no event, liability, fact,
circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the
Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.


 


(j)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 




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(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement
or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not
subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(l)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree,
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws
relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such
permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect.


 




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(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently
conducted and as contemplated to be conducted following the Merger Closing, except where the failure to possess such permits could
not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company
nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance.


 


(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or required for use in connection with their respective businesses as currently conducted
and as contemplated to be conducted following the Merger Closing and which the failure to so have could have a Material Adverse
Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary
has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned,
or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company
nor any Subsidiary has received, since the date of its incorporation, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual
properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 




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(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription
Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.


 


(r)
Transactions with Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to
the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000
other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


 


(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and
regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The
Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Since the date of its incorporation, there have been no changes in the internal control over financial reporting (as such term
is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to
materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 




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(t)
Certain Fees. Other than the fees and expenses of the Placement Agent, no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(u)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Trading Market.


 


(v)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 


(w)
Registration Rights. Other than each of the Purchasers and except as contemplated by the Merger Agreement, no Person has
any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the
Company or any Subsidiary.


 


(x)
Listing and Maintenance Requirements. As of the Closing Date, the Common Stock will be registered pursuant to Section 12(b)
or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification
that the Commission is contemplating terminating such registration. As of the Closing Date, the Company has not, in the 12 months
preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to
the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. As of the
Closing Date, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. As of the Closing Date, the Common Stock will be eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 




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(y)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result
of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


 


(z)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules,
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The
press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3.2.


 


(aa)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would
require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 




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(bb)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the
receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Closing Date. As of the date hereof, there is no (i) outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments, (ii) amounts owed by the Company or any Subsidiary in excess of $50,000
and (iii) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with GAAP.


 


(cc)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(dd)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of
the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only
to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(ee)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material
respect any provision of FCPA.


 




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(ff)
Accountants. The Company’s accounting firm is Marcum LLP. To the knowledge and belief of the Company, such accounting
firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its unqualified opinion
with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December
31, 2017.


 


(gg)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents.


 


(hh)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.
The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company
and its representatives.


 


(ii)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company
to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the Securities for any specified term,
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, and (iii) each Purchaser shall not be deemed to have
any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company
further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during
the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant
Shares and/or the Prefunded Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities
(if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that
the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute
a breach of any of the Transaction Documents.


 




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(jj)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent in connection with the placement of the Securities.


 


(kk)
Stock Option Plans. The Company has not granted any stock option under the Company’s stock option plans.


 


(ll)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(mm)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(nn)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(oo)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company or any Subsidiary, threatened.


 




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(pp)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 


(qq)
Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered
Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with
the sale of any Securities.


 


(rr)
Merger Agreement Representations and Warranties. The representations and warranties set forth in Articles II and III of
the Merger Agreement (as supplemented and modified by the Disclosure Schedules attached thereto) are true and correct as of the
date hereof and as of the Closing Date.


 


3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein,
in which case they shall be accurate as of such date):


 


(a)
Organization; Authority; No Conflict. Such Purchaser is either an individual or an entity duly incorporated or formed,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of
the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have
been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of such Purchaser. Each Transaction Document to which it is a party has been duly and validly executed by such Purchaser,
and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law. The execution, delivery and performance by the Purchaser of this Agreement and each Transaction Document to which the Purchaser
is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a
violation of the organizational documents of the Purchaser or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to such Purchaser, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its
obligations hereunder.


 




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(b)
Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration
Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities
hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on
each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in
Rule 144A(a) under the Securities Act.


 


(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)
General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result
of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other
general solicitation or general advertisement.


 




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(f)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents
(including all exhibits and schedules thereto) and, as of the Closing Date, the SEC Reports and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to
information about the Company and its financial condition, results of operations, business, properties, management and prospects
sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company
possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement
Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice
necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or
the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect
to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such
Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 


(g)
Disqualifying Events. Such Purchaser is not subject to any Disqualification Event, except for a Disqualification Event
covered by Rule 506(d)(2) or (d)(3).


 


(h)
No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in significant part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability
of such exemptions and the eligibility of such Purchaser to acquire the Securities.


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect
such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any
representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or
delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing
to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of
a Purchaser under this Agreement and the Registration Rights Agreement.


 


(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT,
DATED AS OF 27, 2017, IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED
BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such
Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required
in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request
in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to
the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under
the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders
thereunder.


 




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(c)
Instruments, whether certificated or uncertificated, evidencing the Securities shall not contain any legend (including the legend
set forth in Section 4.1(b) hereof), (i) while a registration statement (including the Registration Statement) covering
the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule
144 (assuming, as to the Warrant Shares, cashless exercise of the Warrants), (iii) if such Securities are eligible for sale under
Rule 144 (assuming, as to the Warrant Shares, cashless exercise of the Warrants), without the requirement for the Company to be
in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale
restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the
Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder,
or to a Purchaser upon request, provided that such Purchaser has delivered any documents reasonably required by the Company’s
counsel in connection therewith (including any representations, certifications or covenants by the Purchaser or its broker). If
all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of
the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current
public information required under Rule 144 (assuming cashless exercise of the Warrants), or if the Warrant Shares may be sold
under Rule 144 without the requirement for the Company to be in compliance with the current public information required under
Rule 144 as to such Warrant Shares, or if such legend is not otherwise required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission), then such Warrant Shares shall
be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer
required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company
or the Transfer Agent of an instrument, whether certificated or uncertificated, representing Warrants or Underlying Shares, as
the case may be, issued with a restrictive legend (such date, the “Legend Removal Date”), together with such
documents as may be reasonably required by the Transfer Agent (including any representations, certifications or covenants by the
Purchaser or its broker), deliver or cause to be delivered to such Purchaser an instrument, whether certificated or uncertificated,
representing such shares that is free from all restrictive and other legends. Provided that a registration statement or an exemption
from registration remains available for the resale of the Securities, the Company may not make any notation on its records or
give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Instruments,
whether certificated or uncertificated, evidencing Securities subject to legend removal hereunder shall be transmitted by the
Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company
System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock
as in effect on the date of delivery of an instrument representing Securities issued with a restrictive legend.


 




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(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial
liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date
such Underlying Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section
4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue)
for each Trading Day after the Legend Removal Date until such evidence, whether certificated or uncertificated, representing the
Underlying Shares is delivered without a legend and (ii) if the Company fails to (A) issue and deliver (or cause to be delivered)
to a Purchaser by the Legend Removal Date evidence, whether certificated or uncertificated, representing the Underlying Shares
so delivered to the Company by such Purchaser that is free from all restrictive and other legends and (B) if after the Legend
Removal Date such Purchaser, or any third party on behalf of such Purchaser or for such Purchaser’s account, purchases (in
an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all
or any portion of the number of Underlying Shares, or a sale of a number of shares of Common Stock equal to all or any portion
of the number of Underlying Shares that such Purchaser anticipated receiving from the Company without any restrictive legend,
then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other
out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket
expenses, if any) (the “Buy-In Price”) over the product of (I) such
number of Underlying Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by
(II) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery
by such Purchaser to the Company of the applicable Underlying Shares and ending on the date of such delivery and payment under
this clause (ii).


 


(e)
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any
Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold
in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from
instruments representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon
this understanding.


 




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4.2
Furnishing of Information; Public Information.


 


(a)
Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants
to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange
Act.


 


(b)
At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all
of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future,
and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”)
then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an
amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day
of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty
days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public
information is no longer required for the Purchasers to transfer the Securities pursuant to Rule 144. The payments to which a
Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure
Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month
during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the
event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public
Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5%
per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in
a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require
shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.


 




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4.4
Securities Laws Disclosure; Publicity. The Company or an Affiliate of the Company shall (a) by 9:00 a.m. (New York City
time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions
contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto as necessary,
with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company
represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the
Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release,
the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such
disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,
without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any
registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with
the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company
shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 


4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “acquiring person” under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither
it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,
the Company hereby covenants and agrees that such purchaser shall not have any duty of confidentiality to the Company, any of
its Subsidiaries or Affiliates, or any of their respective officers, directors, agents or employees or Affiliates, or a duty to
the Company, any of its Subsidiaries or Affiliates or any of their respective officers, directors, agents or employees not to
trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any of its Subsidiaries or Affiliates, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company or its Affiliates.


 




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4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder to consummate the transactions
contemplated by the Merger Agreement and for working capital purposes and shall not use such proceeds in violation of FCPA or
OFAC regulations.


 


4.8
Indemnification Rights of Purchasers.


 


(a)
Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers,
shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,
partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages, costs, awards, orders, penalties and expenses, including
all judgments, amounts paid in settlements, court costs, interest and reasonable attorneys’ fees and costs of investigation
that any such Purchaser Party may suffer or incur as a result of or relating to (i) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (ii) any action
instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is
finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against
any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly
notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing
reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser
Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the
position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more
than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents. The indemnification required by this Section 4.8(a) shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 




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(b)
In the event that the Company Closing Indemnitees (as defined in the Merger Agreement) or any holders of Common Stock issued pursuant
to the transactions contemplated by the Securities Purchase Agreements (collectively, the “Common Indemnitees”),
on the one hand, and the Purchasers, on the other hand, have a claim for indemnification against the Company or Lazy Days’
involving items or matters arising out of substantially similar facts and circumstances (a “Corresponding Claim”),
the Company shall satisfy, or cause to be satisfied, its and Lazy Days’s indemnification obligations in favor of the Purchasers
in respect of the Purchaser’s Corresponding Claim prior to satisfying its and Lazy Day’s indemnification obligations
in favor of any Common Indemnitee in respect of such Common Indemnitee’s Corresponding Claim.


 


(c)
The Company shall promptly notify all Purchasers concurrently in writing of the receipt of (i) any notice of an indemnification
claim against the Company or Lazy Days’ by, or on behalf of, a Common Indemnitee, which notice shall include a copy of the
applicable correspondence and (ii) the receipt of cash proceeds in satisfaction of a Surviving Claim (as defined in the Merger
Agreement), which notice shall include the aggregate amount of such proceeds (a “Surviving Claim Amount”),
the applicable Redemption Shares and reasonable detail of the applicable Surviving Claim (such notice a “Surviving Claim
Notice”).


 


(d)
So long as the holders of Preferred Stock have the right to designate members of the Board of Directors (such designees, the “Preferred
Directors”) pursuant to the Certificate of Designations, all claims for indemnification made by, or on behalf of, the
Parent Closing Indemnitees (as defined in the Merger Agreement) pursuant to the Merger Agreement shall be made in consultation
with, and at the direction of, the Preferred Directors.


 




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4.9
Reservation and Listing of Securities. 


 


(a)
The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant
to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 


(b)
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of
(i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction
Documents, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at
such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible
and in any event not later than the 75th day after such date, provided that the Company will not be required at any
time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that
could possibly be issued after such time pursuant to the Transaction Documents.


 


(c)
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such
Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required
Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for
listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing
or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum
on such date on such Trading Market or another Trading Market. The Company agrees to maintain the eligibility of the Common Stock
for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such
electronic transfer.


 


4.10
[RESERVED]


 


4.11
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.12
Notice of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to
the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the
passage of time, become a Disqualification Event relating to any Issuer Covered Person.


 




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4.13
Subsequent Equity Sales. From the Closing Date until 90 days after the date the initial Registration Statement has been
declared effective by the Commission, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. Notwithstanding the foregoing,
this Section 4.13 shall not apply in respect of an Exempt Issuance.


 


4.14
Preemptive Rights.


 


(a)
Subject to applicable securities laws and regulations, each Purchaser then holding Preferred Stock convertible into 5% or more
of the issued and outstanding shares of Common Stock (both on a fully converted and diluted basis and ignoring for such purposes
any restrictions or limitations in the Certificate of Designation), shall have a preemptive right to purchase its Pro Rata Share
of all Equity Securities that the Company may, from time to time, propose to sell and issue following the Closing, other than
the following:


 


(i)
shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to
such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or
consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements
that are approved by the Board of Directors;


 


(ii)
stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of immediately
after the Closing or which were previously issued subject to this Section 4.14;


 


(iii)
any Equity Securities issued in connection with any stock split or stock dividend by the Company;


 


(iv)
any Equity Securities issued in connection with a Proposed Debt Financing (as defined below) provided that such Proposed Debt
was issued or incurred in compliance with Section 4.15 and such issuance does not exceed (on a fully diluted basis), in the aggregate
when taken together with all prior issuances made in connection with this clause (iv), 1% of the issued and outstanding shares
of Common Stock then outstanding; and


 


(v)
Any Equity Securities issued in connection with acquisitions, joint ventures, partnerships or strategic transactions to the applicable
selling Persons or counterparties with who the Company or its Subsidiary is consummating such joint venture, partnership or strategic
transaction, in each case, that is approved by a majority of the disinterested directors of the Company, provided that any such
issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.


 




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(b)
If the Company proposes to issue any Equity Securities, it shall give each Purchaser written notice of its intention, describing
the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Purchaser
shall have ten (10) Business Days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities
for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein
the quantity of Equity Securities to be purchased.


 


(c)
If not all of the Purchasers elect to purchase their Pro Rata Share of the Equity Securities, then the Company shall promptly
notify in writing the Purchasers who do so elect and shall offer such Purchasers the right to acquire such unsubscribed shares
on a pro rata basis. Such Purchasers shall have five (5) Business Days after receipt of such notice to notify the Company of its
election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to
sell the Equity Securities in respect of which the Purchaser’s rights were not exercised, at a price not lower and upon
general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice
to the Purchasers pursuant to Section 4.14(c). If the Company has not sold such Equity Securities within ninety (90) days
of the notice provided pursuant to Section 4.14(c), the Company shall not thereafter issue or sell any Equity Securities,
without first offering such securities to the Purchasers in the manner provided above.


 


4.15
Right of First Refusal – Indebtedness.


 


(a)
Following the Closing Date, prior to the Company or any of its Subsidiaries incurring Indebtedness, provided Coliseum Capital
Management, LLC (the “Coliseum Purchaser”) then holds Preferred Stock with a Stated Value of at least, in the
aggregate, $10 million, the Company must deliver a written notice (a “Debt Notice”) to the Coliseum Purchaser
no later than twenty 20) Business Days prior to the consummation of the transactions pursuant to which such Indebtedness would
otherwise be incurred (a “Proposed Debt Financing”), which Debt Notice shall include the material terms and
conditions (including applicable interest rate, premiums, prepayment or termination fees and expense reimbursement requirements)
of such Proposed Debt Financing, the identity of the Person(s) that the Company or its Subsidiary is seeking such Proposed Debt
Financing from and the intended date of the consummation of such Proposed Debt Financing. Notwithstanding anything herein to the
contrary, this Section 4.15 shall not apply to (i) any non-distressed floor plan financing on customary terms and conditions and
with an “all in” interest rate of not greater than 5% per annum (excluding any LIBOR component), (ii) the replacement
or refinancing of any existing Indebtedness, provided that such replacement or refinancing Indebtedness shall not be (x) in a
principal amount that exceeds the principal amount of the Indebtedness being replaced or refinanced (plus all accrued interest
on the Indebtedness being replaced or refinanced and the amount of all fees and expenses, including premiums, incurred in connection
therewith) and (y) on terms and conditions that are, in the aggregate, materially worse to the Corporation and/or its applicable
Subsidiaries than the terms and conditions of the Indebtedness being replaced or refinanced, and (iii) advances or other extensions
of credit under a revolving credit facility or floor plan credit facility that was obtained by the Corporation and/or any of its
Subsidiaries in compliance with this Section 4.15.


 




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(b)
The Coliseum Purchaser shall have the right, but not obligation, to provide (or to have its managed accounts provide) all, but
not less than all, of the debt financing sought by the Company or any of its Subsidiaries pursuant to any Proposed Debt Financing
on the same terms and conditions as described in the applicable Debt Notice (a “Right of First Refusal”). If
intending to exercise a Right of First Refusal, the Coliseum Purchaser shall provide written notice to the Company of such intention
within fifteen (15) Business Days of receipt of the applicable Debt Notice. Following failure of the Coliseum Purchaser to deliver
notice in accordance with the preceding sentence, or otherwise declining to exercise a Right of First Refusal (the date of such
failure or declination, the “Refusal Date”), the Company may proceed with consummating the applicable Proposed
Debt Financing; provided, however, if such Proposed Debt Financing (i) fails to be consummated within ninety (90)
days of the Refusal Date or (ii) can only be consummated upon general terms and conditions materially more favorable to the lenders
thereof than specified in applicable Debt Notice, then such Proposed Debt Financing shall again become subject to a Right
of First Refusal in favor of the Coliseum Purchaser on the terms set forth in this Section 4.15.


 


4.16
Competing Transactions. From the date hereof until the earlier of the Closing Date and June 30, 2018, each Purchaser
agrees, severally and not jointly with any other Purchaser, that it will not, and will not permit its representatives or
Affiliates to, pursue any transaction which would be in lieu of the transactions contemplated hereunder or under the Merger Agreement
and will not, directly or indirectly, take any action that would result in an Acquisition Proposal (as defined in the Merger Agreement)
being presented to, or discussed with, Lazy Days’.


 


4.17
Additional Rights of the Coliseum Purchaser.


 


(a)
Without the prior written consent of the Coliseum Purchaser (which consent shall not be unreasonably withheld, conditioned or
delayed), the Company shall not, and shall cause its Affiliates not to, materially amend, materially supplement or otherwise materially
revise the Merger Agreement or the Securities Purchase Agreements, including any exhibits or schedules thereto.


 


(b)
The Coliseum Purchaser shall have the right, but not obligation, to cause the Company to enforce its, and to cause the Company
to cause its Affiliates to enforce their, rights under the Merger Agreement and the Securities Purchase Agreements, including
specifically enforcing the obligations of the counterparties thereto.


 


4.18
Redemption of Preferred Stock. As soon are reasonably practicable following receipt of
a Surviving Claim Amount in excess of $1 million, the Company shall, subject to the requirements and limitations of this Section
4.18 and compliance with outstanding obligations in respect of Indebtedness of the Company and its Subsidiaries, redeem the applicable
Redemption Shares.


 




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(a)
Within ten (10) Business Days from the of delivery of a Surviving Claim Notice, each Purchaser may require the Company to redeem
to its Preferred Pro Rata Share of the Redemption Shares set forth therein at a price equal to the applicable Liquidation Preference
by giving written notice to the Company and stating therein the number of shares of Preferred Stock to be redeemed.


 


(b)
If not all of the Purchasers elect to have their Preferred Pro Rata Share of the Redemption Shares redeemed pursuant to Section
4.18(a), then the Company shall promptly notify in writing the Purchasers who do so elect and shall offer such Purchasers
the right to redeem such remaining Redemption Shares on a pro rata basis. Such Purchasers shall have five (5) Business Days after
receipt of such notice to notify the Company of its election to redeem all or a portion thereof of such remaining Redemption Shares.
Following such five (5) Business Day Period the Company shall not, and no longer be required to, redeem any portion of the Redemption
Shares that the Purchasers have failed to elect to be redeemed pursuant to this Section 4.18.


 


(c)
For the avoidance of doubt, if the Company’s outstanding obligations in respect of Indebtedness of the Company and its Subsidiaries
do not permit the redemption of the Redemption Shares as provided for in this Section 4.18, the Company shall then have
no obligation to offer to repurchase such shares, unless the Purchasers have requested that such Indebtedness be paid in full
using the applicable Surviving Claim Amount, in which case the amount of proceeds remaining after such payment shall be deemed
to be the “Surviving Claim Amount” for purposes of determining the Redemption Shares to which this Section 4.18
applies.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated at any time prior to the Closing by the written notice of the Coliseum Purchaser
to the Company:


 


(a)
if the Closing shall not have occurred on or before June 30, 2018 (the “Outside Date”), provided, however,
that the right to terminate this Agreement under this Section 5.1(a) shall not be available to the Coliseum Purchaser if
its or its Affiliate’s action or failure to act has been a principal cause of, or shall have resulted in the failure of,
the Closing to occur on or before the Outside Date and such action or failure to act constitutes a breach of this Agreement;


 


(b)
following termination of (i) the Merger Agreement or (ii) the Securities Purchase Agreement related to the issuance of Common
Stock and Warrants, which termination, in either case, shall not be made by the Company or any of its Affiliates without the prior
written consent of the Coliseum Purchaser; or


 


(c)
if, at the time of delivery of such notice (i) Parent (as defined in the Merger Agreement) has the right to terminate the Merger
Agreement or (ii) the Company has the right to terminate the Securities Purchase Agreement related to the issuance of Common Stock
and Warrants, in each case, pursuant to the terms thereof.


 




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5.2
Fees and Expenses. Except (i) as expressly set forth in the Transaction Documents to the contrary and (ii) for certain
expenses of the Coliseum Purchaser and its Affiliates in an aggregate amount of $250,000 (which shall be reimbursed or otherwise
borne by the Company or its Affiliates), each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by
a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages
attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as
set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Required Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver
disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted
Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or
a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations
of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in
accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.


 




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5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound,
with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8
No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties
of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement
is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this
Section 5.8.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement),
and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement,
then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding
shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Action or Proceeding.


 




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5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under
a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant
notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in
the case of a rescission of a conversion of the Preferred Stock or exercise of a Warrant, the applicable Purchaser shall be required
to return any shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently with the return
to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s
right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate
or other instrument, as applicable, evidencing such restored right).


 


5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 




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5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent
any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same
terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any
of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between
and among the Purchasers.


 


5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under
the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


 




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5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents to which they are party and, therefore, the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of such Transaction
Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.


 


5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.22
Effects of the Merger Closing on This Agreement. For the avoidance of doubt, (x) Surviving Pubco (as defined in the Merger
Agreement) from and after the effective time of the Redomestication Merger (as defined in the Merger Agreement), and (y) the Surviving
Company (as defined in the Merger Agreement) from and after the effective time of the Transaction Merger (as defined in the Merger
Agreement), shall each be deemed a successor to the Company with respect to all representations, warranties, obligations, covenants
and agreements made by the Company hereunder (including any representations and warranties incorporated by reference to the Merger
Agreement by Section 3.1(rr) hereof), with all such representations and warranties deemed made by such successor as though
made by it on the applicable date made by the Company hereunder.


 


(Signature
Pages Follow)


 




    	43



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	ANDINA
    II HOLDCO CORP.	 	Address
    for Notice:
	 	 	 
	By:	     	 	Email:
	Name:	 	 	Fax:
	Title:	 	 	 
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	44



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


[PREFERRED
STOCK]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name
of Purchaser: ________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: ______________________________________________


 


Facsimile
Number of Authorized Signatory: _____________________________________________


 


Address
for Notice to Purchaser:


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


Subscription
Amount: $_________________


 


Preferred
Stock: __________________


Warrant
Shares: __________________


 


9.9%
Beneficial Ownership Blocker in Warrant: Yes __ No __


[Mark
“yes” if Purchaser elects to have 9.99% blocker in Warrant]


 


[SIGNATURE
PAGES CONTINUE]


 




    	45