Exhibit
10.2


 


AMENDED
AND RESTATED


SECURITIES
PURCHASE AGREEMENT


 


This
Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2022, between Northern
Lights Acquisition 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,
the Company, certain of the Purchasers, and certain other investors (the “Previous Investors”) are party to that certain
Securities Purchase Agreement dated February 11, 2022 (the “Original Agreement”).


 


WHEREAS,
the Company and the Purchasers desire to amend and restate the Original Agreement to update certain terms contained therein and to remove
as parties the Previous Investors who no longer intend to participate in the transactions contemplated by the Original Agreement or this
Agreement.


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below),
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.


 


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:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“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.


 


“Business
Combination” means the transactions contemplated by the Unit Purchase Agreement.


 




    	 



    	 



    

 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


“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 A attached hereto.


 


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


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived.


 


“Closing
Statement” means the Closing Statement in the form on Annex A attached hereto.


 


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


 


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


 


“Common
Stock Equivalents” means any securities of the Company 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 Nelson Mullins Riley & Scarborough LLP, with offices located at 101 Constitution Avenue, NW, Suite 900,
Washington, D.C. 20001.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Conversion
Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock in accordance with the
terms of the Certificate of Designation.


 




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“Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent.


 


“Effective
Date” means the earlier of the date that (a) the initial Registration Statement has been declared effective by the Commission
registering all of the Underlying Shares by the holders of Preferred Stock (assuming for such purposes the Conversion Price equals the
Floor Price (as defined in the Certificate of Designation) then in effect, (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 without volume or manner-of-sale
restrictions, (c) the first date following the one year anniversary of the Closing Date on which no holder of Underlying Shares or Preferred
Stock is 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.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, consultants, contractors,
vendors or other agents 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, provided, however, as to issuances to consultants, contractors, vendors and other agents of the
Company such securities shall be subject to a lock-up agreement (or restricted under the Securities Act) until the 90th day
following the Price Protection Expiration Date (as defined in the Certificate of Designation), (b) 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, (c) the Underlying
Shares, (d) shares of Common Stock required to be issued pursuant to the terms of the Unit Purchase Agreement as in effect as of the
date hereof, and 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 such securities shall be subject to a lock-up agreement (or restricted
under the Securities Act) until the 90th day following the Price Protection Expiration Date (as defined in the Certificate
of Designation), and (e) any shares of Common Stock or Common Stock Equivalents issued or issuable in connection with any bona fide strategic
or commercial alliances, acquisitions, mergers, joint ventures, licensing arrangements, and strategic partnerships, provided, that (x)
the primary purpose of such issuance is not to raise capital as reasonably determined, (y) the purchaser or acquirer or recipient of
the securities is not an entity that is primarily in the business of investing in securities and (z) the purchaser or acquirer or recipient
of the securities in such issuance solely consists of either (A) the actual participants in such strategic or commercial alliance, strategic
or commercial licensing arrangement or strategic or commercial partnership, (B) the actual owners of such assets or securities acquired
in such acquisition or merger or (C) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing
Persons, in each case, 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, and (z)
the number or amount of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual
participation in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership
or ownership of such assets or securities to be acquired by the Company, as applicable, provided that such securities shall be subject
to a lock-up agreement (or restricted under the Securities Act) until the 90th day following the Price Protection Expiration
Date (as defined in the Certificate of Designation).


 


“Escrow
Agent” means an escrow agent that is mutually acceptable to the Placement Agent and the Company.


 


“Escrow
Agreement” means the escrow agreement to be entered into 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, in such form as the parties may agree prior to Closing.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


 


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


 




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


 


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


 


“Governmental
Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal,
state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising,
or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any
nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public
international organization or any of the foregoing.


 


“Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as
the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)
(other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment
obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets
or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights
and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),
(F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods
covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property
or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has
not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations
of others of the kinds referred to in clauses (A) through (G) above


 


“Insider
Letter” means that certain Letter Agreement, dated June 23, 2021, by and among the Company, its officers and directors, and
the Sponsor.


 


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


 


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


 




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


 


“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and such person set forth on
Schedule I attached hereto, in the form of Exhibit E attached hereto.


 


“Loeb”
means Loeb & Loeb LLP, with offices located at 345 Park Avenue, New York, New York 10154.


 


“Management
Presentation” means the PowerPoint presentation dated February 2022 detailing the transactions contemplated by the Unit Purchase
Agreement.


 


“Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a
timely basis its obligations under any Transaction Document.


 


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


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Organizational
Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating
agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.


 


“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 EF Hutton, division of Benchmark Investments, LLC.


 


“Preferred
Stock” means the up to 30,000 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 A hereto.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding, whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 




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“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Redemption”
means the possible redemption by the stockholders of the Company of any Common Stock or Common Stock Equivalents, as contemplated in
the Company’s prospectus in connection with the Company’s initial public offering.


 


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


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.


 


“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 (assuming on such date the shares of Preferred Stock are converted in full based
upon the Floor Price (as defined in the Certificate of Designation) then in effect), ignoring any conversion or exercise limits set forth
therein, and assuming that any previously unconverted shares of Preferred Stock are held until the third anniversary of the Closing Date.


 


“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.


 


“Rule
424” means Rule 424 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.


 




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“Stockholder
Approval” means: (i) the 19.9% Approval (as defined below), (ii) the approval of the stockholders of the Company to the Business
Combination (with no more than 90% of the stockholders of the Company electing to effect a redemption of their shares of Common Stock
in connection therewith and at least $11,731,159 of net proceeds from the Trust Account being released to the Company) and (ii) such
stockholder approval as may be required to ensure the Company has sufficient authorized capital stock to issue the Securities pursuant
to this Agreement, the Certificate of Designation and the Warrants.


 


“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 locating and/or borrowing shares of Common Stock or any transaction marked “short exempt”).


 


“Sponsor”
means 5AK, LLC.


 


“Stated
Value” means $1,000 per share of Preferred Stock.


 


“Subscription
Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Preferred Stock 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.


 


“target”
means SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company.


 


“Target
Counsel” means Waller Law, LLC, with offices located at PO Box 3237, Evergreen, CO 80437.


 


“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, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, the Warrants, the Registration Rights Agreement, the Escrow
Agreement, and all exhibits and schedules thereto.


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer
agent of the Company.


 


“Underlying
Shares” means the Conversion Shares and the Warrant Shares.


 


“Unit
Purchase Agreement” means that certain Unit Purchase Agreement, dated February 11, 2022, and as may be amended on or prior
to the date hereof, by and among the Company, the Target, and the other parties named therein.


 




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“Voting
Agreements” mean those certain Voting Agreements, dated on or about the date hereof, between the Company and each of Partner
Colorado Credit Union, a Colorado corporation and the ultimate parent of the Target, and Luminous Capital USA Inc., a Delaware corporation
and an affiliate of the Sponsor, relating to, in the aggregate, at least 60% of the issued and outstanding Common Stock immediately following
the time of consummation of the Business Combination.


 


“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 OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (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 (d) 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 Purchasers of a majority in interest of the Securities then outstanding 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)
hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 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, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of $30,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined by pursuant to Section
2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be up to 30,000. The Company shall provide written notice
(which may be via email) to each Purchaser (the “Closing Notice”) that the Company reasonably expects the Closing
to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing Date”)
not less than five (5) business days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter
(as defined below) with the Company’s wire instructions for the Escrow Account; provided, however, if the date of
this Agreement is less than five (5) business days prior to the Scheduled Closing Date then the Closing Notice shall be delivered to
each Purchaser as soon as reasonably practicable following the date of this Agreement. The failure of the Closing to occur on the Scheduled
Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. Provided that the
Closing Notice is timely delivered in accordance with the foregoing, no later than two (2) business days prior to Closing, 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. At the Closing, the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants
as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices
of Loeb or such other location as the parties shall mutually agree and the Placement Agent shall deliver to the Escrow Agent the Form
of Escrow Release Notice (as defined in the Escrow Agreement), duly executed, which shall cause the release of the funds in the Escrow
Account to the Company. If this Agreement is terminated prior to the Closing and any funds have already been sent by any Purchaser to
the Escrow Account, or the Closing Date does not occur within five (5) business days after the Scheduled Closing Date specified in the
Closing Notice, the Company shall or shall cause the Escrow Agent to promptly (but not later than seven (7) business days after the Scheduled
Closing Date specified in the Closing Notice), return the funds delivered by any Purchaser for payment of such Purchaser’s Subscription
Amount by wire transfer in immediately available funds to the account specified in writing by such Purchaser (provided, that the failure
of the Closing Date to occur within such seven (7) business day period and the return of the relevant funds shall not relieve such Purchaser
from its obligations under this Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith and indicated
to such Purchaser in a timely delivered subsequent Closing Notice).


 


 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
copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Purchaser, which instructions shall have been delivered
to and acknowledged in writing by the Company’s transfer agent;


 


(iii) a
legal opinion of each of (x) Company Counsel and (y) Target Counsel, substantially in the forms of Exhibit D-1 and Exhibit
D-2 attached hereto;


 


(iv) a
certificate evidencing (or reasonable evidence of issuance by book entry, as applicable, of) such aggregate 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;


 




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(v) a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s
Conversion Shares, with an exercise price equal to $11.50, subject to adjustment therein;


 


(vi) a
certificate duly executed by a co-Chief Executive Officer of the Company, dated as of the Closing Date, certifying that each and every
representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties
are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though
originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct
as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements
and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date;


 


(i) a
certificate duly executed by the Chief Executive Officer of the Target, dated as of the Closing Date, in a form reasonably acceptable
to such Purchaser, certifying that each and every representation and warranty of the Target shall be true and correct in all material
respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as
of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct as of such specific date) and the Target shall have performed, satisfied
and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the
Target at or prior to the Closing Date;


 


(ii) a
certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing
Date, as to (i) the resolutions with respect to the transactions contemplated hereby by and pursuant to the Unit Purchase Agreement as
adopted by the Company’s board of directors in a form reasonably acceptable to such Purchaser, (ii) the certificate of incorporation
of the Company and (iii) the bylaws of the Company, each as in effect at the Closing;


 


(iii) a
certificate executed by the Secretary of the Target, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date,
as to (i) the resolutions with respect to the transactions contemplated hereby by and pursuant to the Unit Purchase Agreement as adopted
by the Company’s board of directors in a form reasonably acceptable to such Purchaser, (ii) the certificate of formation of the
Target and (iii) the limited liability company agreement of the Target, each as in effect at the Closing;


 




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(iv) a
letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately
prior to the Closing;


 


(v) a
letter on the letterhead of the Company, duly executed by a co-Chief Executive Officer of the Company, setting forth the wire amounts
of each Purchaser and the wire transfer instructions of the Company (the “Flow of Funds Letter”);


 


(vi) the
Lock-Up Agreements;


 


(vii) copies
of each of the closing deliverables required to be delivered to any party pursuant the terms of the Unit Purchase Agreement at the closing
thereof;


 


(viii) the
Registration Rights Agreement duly executed by the Company; and


 


 (ix) the Voting Agreements duly executed by each of the parties thereto.




 


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


 


 (i) this Agreement duly executed by such Purchaser; and




 


(ii) 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
closing of the Business Combination;


 


(ii) all
conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement, including, without limitation,
the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Unit Purchase Agreement,
and other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination) or waived in
writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination shall
be scheduled to occur concurrently with the Closing;


 


(iii) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
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);


 




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(iv) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;


 


(v) the
Stockholder Approval being obtained by the Company; and


 


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


 


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


 


(i) the
closing of the Business Combination;


 


(ii) the
Stockholder Approval being obtained by the Company;


 


(iii) all
conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement shall have been satisfied or
waived in writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination
shall be scheduled to occur concurrently with the Closing;


 


(iv) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
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);


 


(v) all
obligations, covenants and agreements of the Company required to be performed, satisfied or complied at or prior to the Closing Date
shall have been performed;


 


(vi) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iii) the
Unit Purchase Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived, in any case, in
a manner that would reasonably be expected to adversely affect the economic benefits that any Purchaser (in its capacity as such) would
reasonably expect to receive under this Agreement or the liabilities that such Purchaser would reasonably expect to incur under this
Agreement without the written consent of such Purchaser (which, subject to the conditions of this clause (iii) shall not be unreasonably
withheld);


 




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


 


(viii) there
has been no Target Material Adverse Effect (as defined below) with respect to the Target since the date hereof;


 


(ix) the
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, those required by any Trading Market, if any;


 


(x) the
Company shall have obtained approval of the Nasdaq Capital Market to list or designate for quotation (as the case may be) the Underlying
Shares; and


 


(xi) from
the date hereof to the Closing Date, trading in the Common Stock shall not have been continuously halted or suspended by the Commission
or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been continuously suspended or limited, or minimum prices shall not have been established on securities
whose trades are reported by such service, or on any Trading Market, for more than 11.25 consecutive hours over any two consecutive Trading
Days nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have
occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes
it impracticable or inadvisable to purchase the Securities at the Closing.


 


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 as of the
date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date,
as of such date):


 


(a) Organization
and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its
business as currently conducted. The Company is not in violation nor default of any of the provisions of its Organizational Documents
in any material respect. The Company is duly qualified to conduct business and is in good standing 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 and no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification. The Company has no subsidiaries as of the date of this Agreement.


 


(b) 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, as applicable, 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 or by any applicable statute of limitation or by any
valid defense of set-off or counterclaim, (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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(c) No
Conflicts. Except as otherwise described in Schedule 3.1(c), 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
Organizational 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 give to others any
rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of
time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding
to which the Company is a party or by which any property or asset of the Company 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 is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company 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.


 


(d) 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 as contemplated
by this Agreement, (ii) the filings required to be made with the Commission pursuant to the Registration Rights Agreement, (iii) the
notice and/or application(s), if any, 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 with the Commission of a Form D and
a proxy statement on Schedule 14A in connection with the Business Combination, and such filings as are required to be made under applicable
requirements, if any, of the Exchange Act or applicable state securities laws, (v) the filing with the Federal Trade Commission of any
notice and report required to be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to be filed in connection
with the Business Combination, and (vi) Stockholder Approval (collectively, the “Required Approvals”).


 


(e) 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 included a shareholder proposal in the proxy statement
on Schedule 14A filed in connection with the Business Combination to approve an increase in authorized capital stock such that, immediately
prior to Closing, it will have reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the
Underlying Shares at least equal to the Required Minimum on the date hereof.


 


(f) Capitalization.
The issued and outstanding capital stock of the Company as of the date hereof is as set forth on Schedule 3.1(f), which Schedule
3.1(f) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as
of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. 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 pursuant to this Agreement or as set forth
on Schedule 3.1(f), 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 contracts, commitments, understandings or arrangements by which
the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Other than as expressly set
forth in the Unit Purchase Agreement, as set forth in this Agreement, or on Schedule 3.1(f), the issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers). Other than
as set forth on Schedule 3.1(f), there are no outstanding securities or instruments of the Company with any provision that adjusts
the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company. Other
than the Redemption, as expressly set forth in the Unit Purchase Agreement, or on Schedule 3.1(f), there are no outstanding securities
or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company is or may become bound to redeem a security of the Company. Except as set forth on Schedule 3.1(f),
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, and
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. Except as set forth in Schedule 3.1(f), here
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. The Company has
not entered into any side letter or similar agreement with any Purchaser or any other investor in connection with such Purchaser’s
or investor’s direct or indirect investment in the Company.


 




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(g) SEC
Reports; Financial Statements. The Company, since its initial public offering, has filed all reports, schedules, registration statements,
proxy statements, 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 (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. As of their respective dates,
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 Company is an issuer subject to Rule 144(i) under the Securities Act. 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 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.


 


(h) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth on Schedule 3.1(h), (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 as
set forth on Schedule 3.1(h) or 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 as set forth on Schedule 3.1(h), 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 business, 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 (in the SEC Reports or otherwise) at least one Trading Day prior to the date
that this representation is made.


 


(i) Compliance.
The Company: (i) is not 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 under), nor has the Company 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 not in
violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is not, nor 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.


 




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(j) Litigation.
Except as set forth on Schedule 3.1(j), 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 or any of its properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, “Actions”).
Additionally, except as set forth on Schedule 3.1(j), there is no Action that (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. The Company is not, nor 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. Except as set forth
on Schedule 3.1(j), 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. The Commission has not issued any stop order or other order suspending the effectiveness of
any registration statement filed by the Company under the Exchange Act or the Securities Act.


 


(k) Transactions
with Affiliates and Employees. Except as described in Schedule 3.1(k), none of the officers or directors of the Company and,
to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (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.


 


(l) Sarbanes-Oxley;
Internal Accounting Controls. The Company is 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 has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company 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. The Company’s certifying
officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered
by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have
materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company.


 




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(m) Certain
Fees. Other than to the Placement Agent or as set forth on Schedule 3.1(m), no brokerage or finder’s fees or commissions
are or will be payable by the Company 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.


 


(n) 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.
Subject to Stockholder Approval requirements, the issuance and sale of the Securities hereunder will not contravene the rules and regulations
of the Trading Market.


 


(o) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities and consummation
of the Business Combination, 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.


 


(p) Registration
Rights. Other than each of the Purchasers and as disclosed on Schedule 3.1(p), no Person has any right to cause the Company
to effect the registration under the Securities Act of any securities of the Company.


 


(q) Listing
and Maintenance Requirements. The Common Stock is 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.
Except as disclosed on Schedule 3.1(q), 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. Except as disclosed on Schedule 3.1(q), 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.
The Common Stock is currently 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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(r) 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.


 


(s) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and the Management
Presentation, 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, its business and the
transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and do 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 hereof.


 


(t) 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 stockholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated.


 


(u) 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 (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 know of no basis for any such claim.


 




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(v) 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. Assuming the accuracy of the Purchaser’s representations and warranties
under this Agreement, 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.


 


(w) Foreign
Corrupt Practices. Neither the Company nor, to the knowledge of the Company, any agent or other person acting on behalf of the Company
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 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.


 


(x) 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 opinion with respect to the financial statements to
be included in the Company’s Annual Report for the fiscal year ending December 31, 2021.


 


(y) 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.


 


(z) 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.


 




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(aa) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Sections 3.2(g) and 4.15 hereof), 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, (iii) any Purchaser, and counter-parties in “derivative” transactions to
which any such Purchaser is a party, directly or indirectly, may have a “short” position in the Common Stock and (iv) 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 and their Affiliates may engage in hedging
activities at various times at any time after the date hereof, including during the period that the Securities are outstanding, and including,
without limitation, during the periods that the value of the Underlying 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.


 


(bb) 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.


 


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


 


(dd) Money
Laundering. The operations of the Company 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 with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.


 




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(ee) 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.


 


(ff) 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.


 


(gg) 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, reasonably
be expected to become a Disqualification Event relating to any Issuer Covered Person.


 


(hh) No
Adjustments. PCCU is entitled to receive 11,386,139 shares of Common Stock as part of its purchase consideration under the Unit Purchase
Agreement. Such number of shares of Common Stock to be issued to PCCU is not subject to any adjustments pursuant to the Unit Purchase
Agreement, and PCCU is not entitled to any adjustments of such number of shares following the Business Combination other than pro-rata
adjustments as a result of stock splits or combinations applicable to all outstanding shares of Common Stock. The Company’s outstanding
Class B Common Stock will be converted into shares of the Company’s Common Stock on a one-for-one basis upon the closing of the
Business Combination and no anti-dilution or other adjustments under the Company’s Amended and Restated Certificate of Incorporation
are appliable to such conversion rate, and such conversion rate will not be modified.


 






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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. 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 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 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 or by any applicable statute of limitation or by any valid defense of set-off
or counterclaim, (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.


 


(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 at any time 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 or converts any shares of Preferred Stock, it will be either: (i) an “accredited investor” as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not 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). Purchaser is not an entity formed for the specific purpose of
acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c).


 


(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.


 




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(e) General
Solicitation. Such Purchaser became aware of this offering of Securities solely by means of direct contact between Purchaser and
the Company and/or Target, or their respective representatives or affiliates, or by means of contact from the Placement Agent on behalf
of the Company, and the Securities were offered to Purchaser solely by direct contact between Purchaser and the Company and/or Target,
or their respective affiliates. Purchaser did not become aware of this offering of the Securities, nor were the Securities offered to
Purchaser, by any other means. 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.


 


(f) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto), the Management Presentation, and 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, the transactions contemplated by the Unit Purchase Agreement, and the merits and risks of investing in the
Securities; (ii) access to information about the Company, Target and its financial condition, results of operations, business, properties,
management and prospects as such Purchaser and its advisor(s) have deemed 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. Purchaser further acknowledges
that there have not been, and Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Purchaser by the Company, the Placement Agent, any of their respective Affiliates or any control persons, officers, directors,
employees, partners, agents or representatives, any other party to the transactions contemplated hereby or any other person or entity,
expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this
Agreement, the Unit Purchase Agreement and the other Transaction Documents. 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) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to
other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 


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. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
in this Section 3.2 or anywhere else in this Agreement shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 






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3.3 Representations
and Warranties of the Target. The Target hereby makes (x) each of the following representations and warranties and (y) each of the
representations and warranties of the Target and its Target Subsidiaries (as defined below) set forth in the Unit Purchase Agreement
(as if such representations and warranties were initially made to each Purchaser and set forth in this Agreement in their entirety, mutatis
mutandis), in each case, as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties
are made with respect to a specified date, as of such date):


 


(a) Organization
and Qualification. Each of the Target and each of its Target Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties
and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Target and each of its Target
Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect (as defined below).
As used in this Agreement, “Target Material Adverse Effect” means any material adverse effect on (i) the business,
properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Target
or any Target Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction
Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability
of the Target or any of its Target Subsidiaries to perform any of their respective obligations under any of the Transaction Documents
(as defined below). Other than the Persons (as defined below) set forth on Schedule 3.3(a)(iv), the Target has no Target Subsidiaries.
“Target Subsidiaries” means any Person in which the Target, directly or indirectly, (I) owns any of the outstanding
capital stock or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations
or administration of such Person, and each of the foregoing, is individually referred to herein as a “Target Subsidiary.”


 


(b) Authorization;
Enforcement; Validity. The Target has the requisite power and authority to enter into and perform its obligations under the Unit
Purchase Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Unite Purchase Agreement, this
Agreement and the other Transaction Documents by the Target, and the consummation by the Target of the transactions contemplated hereby
and thereby have been duly authorized by the Target’s board of directors, and no further filing, consent or authorization is required
by the Target, its Target Subsidiaries, their respective boards of directors or their stockholders or other governing body. The Unit
Purchase Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing,
duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Target, enforceable against
the Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal
or state securities law.


 


(c) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Target and its Target Subsidiaries and the
consummation by the Target and its Target Subsidiaries of the transactions contemplated hereby and thereby will not (i) result in a violation
of the Organizational Documents of the Target or any of its Target Subsidiaries, or any capital stock or other securities of the Target
or any of its Target Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Target or any of its Target Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and
regulations) applicable to the Target or any of its Target Subsidiaries or by which any property or asset of the Target or any of its
Target Subsidiaries is bound or affected.


 




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(d) Consents.
Neither the Target nor any Target Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute,
deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance
with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Target or any Target Subsidiary
is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and
neither the Target nor any of its Target Subsidiaries are aware of any facts or circumstances which might prevent the Target or any of
its Target Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.


 


(e) Material
Liabilities; Financial Information.


 


(i) Material
Liabilities. Except as set forth on Schedule 3.3(e)(i), the Target has no liabilities or obligations, absolute or contingent
(individually or in the aggregate) in excess of $250,000 individually, or in the aggregate. Neither the Target nor any of its Target
Subsidiaries, except as disclosed on Schedule 3.3(e)(i), (i) has any outstanding debt securities, notes, credit agreements, credit
facilities or other agreements, documents or instruments evidencing Indebtedness of the Target or any of its Target Subsidiaries (as
defined below) or by which the Target or any of its Target Subsidiaries is or may become bound, (ii) is a party to any contract, agreement
or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could
reasonably be expected to result in a Target Material Adverse Effect (as defined below), (iii) has any financing statements securing
obligations in any amounts filed in connection with the Target or any of its Target Subsidiaries; (iv) is in violation of any term of,
or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would
not result, individually or in the aggregate, in a Target Material Adverse Effect, or (v) is a party to any contract, agreement or instrument
relating to any Indebtedness, the performance of which, in the judgment of the Target’s officers, has or is expected to have a
Target Material Adverse Effect.


 


(ii) Unaudited
Financial Information. The historical financial information of the Target, including (i) unaudited consolidated financial statements
of the Target (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target as of
December 31, 2019 and December 31, 2020, and the related consolidated unaudited income statements, changes in stockholder or member equity
and statements of cash flows for the fiscal years then ended, and (ii) the unaudited consolidated financial statements of the Target,
consisting of the consolidated balance sheet of the Target as of June 30, 2022, and the related unaudited consolidated income statement
and statement of cash flows for the six (6) months then ended, delivered to the Purchasers on or prior to the date hereof and attached
hereto as Schedule 3.3(e)(ii) (collectively, the “Unaudited Target Financials”), fairly present in all material
respects the financial position of the Target and its Target Subsidiaries, on a consolidated basis, at the respective dates thereof,
subject to adjustments which are not expected to have a Target Material Adverse Effect on the Target and its Target Subsidiaries, taken
as a whole. The forecasts and projections, if any, previously delivered to the Purchasers by the Target and attached hereto as Schedule
3.3(e)(ii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and
reasonably foreseeable circumstances.


 


(iii) Audited
Financial Information. The audited consolidated financial statements of the Target (including, in each case, any related notes thereto),
consisting of the consolidated balance sheets of the Target as of December 31, 2020 and December 31, 2021, and the related consolidated
audited income statements, changes in stockholder or member equity and statements of cash flows for the fiscal years then ended, each
audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, delivered to the Purchasers on or prior to the date
hereof and attached hereto as Schedule 3.3(e)(ii) (collectively, the “Audited Target Financials”), fairly present
in all material respects the financial position of the Target and its Target Subsidiaries, on a consolidated basis, at the respective
dates thereof, subject to adjustments which are not expected to have a Target Material Adverse Effect on the Target and its Target Subsidiaries,
taken as a whole. The forecasts and projections, if any, previously delivered to the Purchasers by the Target and attached hereto as
Schedule 3.3(e)(ii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of
current and reasonably foreseeable circumstances.


 


(iv) No
Misstatements or Omissions; No Restatements. No information provided by or on behalf of the Target to any of the Purchasers contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading,
in the light of the circumstance under which they are or were made. The Target is not currently contemplating to amend or restate any
of the Target Financial Statements, nor is the Target currently aware of facts or circumstances which would require the Target to amend
or restate any of the Target Financial Statements, in each case, in order for any of the Target Financials Statements to be in compliance
with GAAP. The Target has not been informed by its independent accountants that they recommend that the Target amend or restate any of
the Target Financial Statements or that there is any need for the Target to amend or restate any of the Target Financial Statements.


 






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(f) Absence
of Certain Changes. Since the date of the last Target Financial Statements, there has been no Target Material Adverse Effect on the
Target and its Target Subsidiaries, taken as a whole. Specifically, except as set forth on Schedule 3.3(f), the date of the last
Target Financial Statements, neither the Target nor its Target Subsidiaries have:


 


(i) declared,
set aside or paid any dividend or other distribution with respect to any shares of capital stock of the Target or any of its Target Subsidiaries
or any direct or indirect redemption, purchase or other acquisition of any such shares;


 


(ii) sold,
assigned, pledged, encumbered, transferred or other disposed of any tangible asset of the Target or any of its Target Subsidiaries (other
than sales or the licensing of its products to customers in the ordinary course of business consistent with past practice), or sold,
assigned, pledged, encumbered, transferred or other disposed of any Target Intellectual Property (other than licensing of products of
the Target or its Target Subsidiaries in the ordinary course of business and on a non-exclusive basis);


 


(iii) entered
into any licensing or other agreement with regard to the acquisition or disposition of any 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 and which the failure to so have could
have a Target Material Adverse Effect (collectively, the “Target Intellectual Property”) other than licenses in the
ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or
required to be filed with respect to any Governmental Entity;


 


(iv) capital
expenditures, individually or in the aggregate, in excess of $100,000;


 


(v) any
obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Target
or any of its Target Subsidiaries, in excess of $100,000 individually, other than obligations under customer contracts, current obligations
and liabilities, in each case incurred in the ordinary course of business and consistent with past practice;


 


(vi) any
Lien on any property of the Target or any of its Target Subsidiaries except for Liens in existence on the date of this Agreement that
are described on Schedules 3.3(f)(vi).


 


(vii) any
payment, discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the Target or any
of its Target Subsidiaries, except in the ordinary course of business and consistent with past practice;


 


(viii) any
split, combination or reclassification of any equity securities;


 


(ix) any
material loss, destruction or damage to any property of the Target or any Target Subsidiary, whether or not insured;


 




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(x) any
acceleration or prepayment of any Indebtedness (as defined below) for borrowed money or the refunding of any such Indebtedness;


 


(xi) any
labor trouble involving the Target or any Target Subsidiary or any material change in their personnel or the terms and conditions of
employment;


 


(xii) any
waiver of any valuable right, whether by contract or otherwise;


 


(xiii) except
as disclosed in Schedule 3.3(f)(xiii), any loan or extension of credit to any officer or employee of the Target;


 


(xiv) any
change in the independent public accountants of the Target or its Target Subsidiaries or any material change in the accounting methods
or accounting practices followed by the Target or its Target Subsidiaries, as applicable, or any material change in depreciation or amortization
policies or rates;


 


(xv) any
resignation or termination of any officer, key employee or group of employees of the Target or any of its Target Subsidiaries;


 


(xvi) any
change in any compensation arrangement or agreement with any employee, officer, director or shareholder that would result in the aggregate
compensation to such Person in such year to exceed $200,000;


 


(xvii) any
material increase in the compensation of employees of the Target or its Target Subsidiaries (including any increase pursuant to any written
bonus, pension, profit sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase in any such
compensation or bonus payable to any officer, shareholder, director, consultant or agent of the Target or any of its Target Subsidiaries
having an annual salary or remuneration in excess of $200,000, except as may be provided in projections contained in Schedule 3.3(e)(ii);


 


(xviii) any
revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing
off notes or accounts receivable or any sale of assets other than in the ordinary course of business; or


 


(xix) any
acquisition or disposition of any material assets (or any contract or arrangement therefor), or any other material transaction by the
Target or any Target Subsidiary otherwise than for fair value in the ordinary course of business.


 


(xx) written-down
the value of any asset of the Target or its Target Subsidiaries or written-off as uncollectible of any accounts or notes receivable or
any portion thereof except in the ordinary course of business and in a magnitude consistent with historical practice;


 




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(xxi) cancelled
any debts or claims or any material amendment, termination or waiver of any rights of the Target or its Target Subsidiaries; or


 


(xxii) any
agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (i) through (xxi).


 


Neither
the Target nor any of its Target Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, receivership, liquidation or winding up, nor does the Target or any Target Subsidiary have any knowledge
or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge
of any fact which would reasonably lead a creditor to do so. The Target and its Target Subsidiaries, individually and on a consolidated
basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not
be Target Insolvent (as defined below). For purposes of this Section 3.3(f), “Target Insolvent” means, (i) with respect
to the Target and its Target Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Target’s and its
Target Subsidiaries’ assets is less than the amount required to pay the Target’s and its Target Subsidiaries’ total
Indebtedness (as defined below), (B) the Target and its Target Subsidiaries are unable to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Target and its Target Subsidiaries intend
to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect
to the Target and each Target Subsidiary, individually, (A) the present fair saleable value of the Target’s or such Target Subsidiary’s
(as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Target or such Target
Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured or (C) the Target or such Target Subsidiary (as the case may be) intends to incur or
believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Target nor any
of its Target Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction,
for which the Target’s or such Target Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 


(g) No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or
exists, or is reasonably expected to exist or occur with respect to the Target, any of its Target Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i)
could have a material adverse effect on any Purchaser’s investment hereunder or (ii) could have a Target Material Adverse Effect.
The reserves, if any, established by the Target or the lack of reserves, if applicable, are reasonable based upon facts and circumstances
known by the Target on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial
Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Target in its financial statements
or otherwise.


 




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(h) Foreign
Corrupt Practices. Neither the Target, the Target’s subsidiary or any director, officer, agent, employee, nor any other person
acting for or on behalf of the foregoing (individually and collectively, a “Target Affiliate”) have violated the U.S.
Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any
Target Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized
the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity
to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government
Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all
or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,
for the purpose of


 


(i) (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do
or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official
to influence or affect any act or decision of any Governmental Entity, or


 


(ii) assisting
the Target or its Target Subsidiaries in obtaining or retaining business for or with, or directing business to, the Target or its Target
Subsidiaries.


 


(i) Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Target or any of its Target Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Target in its Target Financial Statements
and is not so disclosed or that otherwise could be reasonably likely to have a Target Material Adverse Effect.


 


(j) Illegal
or Unauthorized Payments; Political Contributions. Neither the Target nor any of its Target Subsidiaries nor, to the best of the
Target’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents
or other representatives of the Target or any of its Target Subsidiaries or any other business entity or enterprise with which the Target
or any Target Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution
or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person
or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal
political contributions not involving the direct or indirect use of funds of the Target or any of its Target Subsidiaries.


 


(k) Money
Laundering. Except as set forth in Schedule 3.3(k), the Target and its Target Subsidiaries are in compliance with, and have not previously
violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including,
without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets
Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.


 






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(l) Management.
Except as set forth in Schedule 3.3(l) hereto, during the past five year period, no current or former officer or director or,
to the knowledge of the Target, no current ten percent (10%) or greater shareholder of the Target or any of its Target Subsidiaries has
been the subject of:


 


(i) a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or
similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing
of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or
within two years before the time of the filing of such petition or such appointment;


 


(ii) a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate
to driving while intoxicated or driving under the influence);


 


(iii) any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:


 


(A)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of
any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct
or practice in connection with such activity;


 


(B)
Engaging in any particular type of business practice; or


 


(C)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
securities laws or commodities laws;


 


(iv) any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to
be associated with persons engaged in any such activity;


 




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(v) a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,
regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,
suspended or vacated; or


 


(vi) a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.


 


(m) No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated
by the Target to arise, between the Target and the accountants and lawyers formerly or presently employed by the Target and the Target
is current with respect to any fees owed to its accountants and lawyers which could affect the Target’s ability to perform any
of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Target had discussions with
its accountants about its financial statements. Based on those discussions, the Target has no reason to believe that it will need to
restate any such financial statements or any part thereof.


 


(n) Cybersecurity.
The Target and its Target Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Target and its Target Subsidiaries as currently
conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would
reasonably be expected to have a Material Adverse Effect on the Target’s business. The Target and its Target Subsidiaries have
implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax
identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;
(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,
as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)
(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability
and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);
and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each
case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The
Target and its Target Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(o) Compliance
with Data Privacy Laws. The Target and its Target Subsidiaries are, and at all prior times were, in compliance with all applicable
state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Target and its Target Subsidiaries
have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance
with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy
Laws, the Target and its Target Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance
in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling, and analysis of Personal Data (the “Policies”). The Target and its Target Subsidiaries have at all times
made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures
made or contained in any Policy have, to the knowledge of the Target, been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Target further certifies that neither it nor any Target Subsidiary: (i) has received
notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has
no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or
paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is
a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.


 


(p) U.S.
Real Property Holding Corporation. The Target 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 Target shall so certify upon Purchaser’s request.


 




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(q) Bank
Holding Company Act. Neither the Target nor any of its Target 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 Target nor any of its Target 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 Target nor any of its Target 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.


 


(r) Other
Covered Persons. Other than the Placement Agent, the Target 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.


 


(s) Disclosure.
No statement made by the Target in this Agreement, the Unit Purchase Agreement, the Management Presentation, any other Transaction Document
or the exhibits and schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Target
to the Investors or any of their representatives in connection with the transactions contemplated hereby contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
The due diligence materials previously provided by or on behalf of the Target to each Purchaser (if any) (the “Due Diligence
Materials”), have been prepared in a good faith effort by the Target to describe the Target’s present and proposed products,
and projected growth of the Target and do not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions
contained in the Due Diligence Materials, the Target represents only that such assumptions, projections, expressions of opinion and predictions
were made in good faith and that the Target believes there is a reasonable basis therefor. The Target 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.


 


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.


 




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(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:


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS 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 AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED 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 (as defined in the Registration Rights Agreement) thereunder.


 




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(c) Certificates
evidencing the Underlying Shares 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 security is effective under the Securities
Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), (iii) if such
Underlying Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), without volume or manner-of-sale
restrictions, (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), or (v) as otherwise provided in the Certificate of Designation. The Company
shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date if required
by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any shares
of Preferred Stock are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement
to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance
with the current public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 (assuming 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 Underlying Shares and without volume or manner-of-sale restrictions 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)
or as provided in the Certificate of Designation or Warrants, then such Underlying 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 a certificate representing Underlying Shares,
as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered
to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. 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. Certificates for Underlying Shares 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 a certificate
representing Underlying Shares, as applicable, issued with a restrictive legend.


 


(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 Securities
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 certificate 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 a certificate representing the Securities 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 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 shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of
shares of Common Stock 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 (x) such number of Underlying Shares that the Company was required to deliver to such Purchaser
by the Legend Removal Date multiplied by (y) 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 (as the case may be) and ending on the
date of such delivery and payment under this clause (ii).


 






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(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 certificates representing Securities
as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.


 


4.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. In addition, the Purchaser acknowledges that the Sponsor is
entitled, pursuant to certain anti-dilution rights granted to it, to receive additional shares of Common Stock at the closing of the
Business Combination. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation,
its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to
any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of
the Company.


 


4.3 Furnishing
of Information; Public Information.


 


(a) Until the earliest of the time that no Purchaser owns Securities, 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 (without giving effect
to any extensions pursuant to Rule 12b-25 of the Exchange Act or any other 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 one (1) year anniversary of the Closing Date
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 shall fail for any reason to satisfy the
current public information requirement under Rule 144(c) (a “Public Information Failure”) in the event the Company
has not kept a registration statement available as required pursuant to the terms of the Registration Rights Agreement, 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 Underlying Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(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.


 


4.4 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 stockholder approval prior to the closing
of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 






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4.5 Conversion
and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included
in the Certificate of Designation set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants
or convert the Preferred Stock. Without limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice
of Conversion form be required in order to exercise the Warrants or convert the Preferred Stock. No additional legal opinion, other information
or instructions shall be required of the Purchasers to exercise their Warrants or convert their Preferred Stock. The Company shall honor
exercises of the Warrants and conversions of the Preferred Stock and shall deliver Underlying Shares in accordance with the terms, conditions
and time periods set forth in the Transaction Documents.


 


4.6 Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, 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 and the Management
Presentation as exhibits thereto, 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, the Target 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, the Target 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, neither the Company nor the Target shall 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).


 


4.7 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.


 




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4.8  Non-Public Information. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents and information contained in the Management Presentation, which shall be disclosed
pursuant to Section 4.6, the Company and the Target each covenant and agree 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 or the Target 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. Each of the Company and the Target 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,
the Target or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, each of the Company and the Target hereby covenants and agrees that such Purchaser
shall not have any duty of trust or confidentiality to the Company, the Target or any of their respective officers, directors, agents,
employees or Affiliates, or a duty to the Company, the Target or any of their respective officers, directors, agents, employees or Affiliates
not to trade while aware 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 the Target, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. Each of the Company and the Target understands and confirms that each Purchaser shall be relying on the foregoing covenants
and the covenants set forth in Section 4.6 hereof in effecting transactions in securities of the Company.


 


4.9 Use
of Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of
the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the
Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA or OFAC regulations.


 


4.10 Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, each of the Company and the Target will, severally, 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 and expenses, including
all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company or the Target in this Agreement or in the other Transaction Documents or (b) any action instituted
against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company or the
Target 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 and the Target in writing,
and either the Company or the Target 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 or the Target in writing, (ii) the Company or the Target 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 or the Target and the position of such
Purchaser Party, in which case the Company and the Target shall be responsible for the reasonable fees and expenses of no more than one
such separate counsel. Neither the Company nor the Target will be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s or the Target’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 4.10 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, the Target or others
and any liabilities the Company or the Target may be subject to pursuant to law.


 




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4.11 Reservation
and Listing of Securities.


 


(a) Commencing
on the Closing Date, 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 following the Closing Date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less
than 150% 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, as applicable: (i) promptly after the execution of this Agreement, in the 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 reasonably necessary to cause such shares of Common
Stock to be approved for listing or quotation on such Trading Market as soon as practicable thereafter and to provide to the Purchasers
evidence of such listing or quotation and (iii) use reasonable best efforts to 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. In addition, prior to the Closing Date, the Company shall hold a special meeting
of stockholders (which may also be at the annual meeting of stockholders) providing for the approval of the issuance of all of the Securities
in compliance with the rules and regulations of the principal Trading Market (without regard to any limitation on conversion or exercise
thereof) (the “19.9% Approval”), with the recommendation of the Company’s Board of Directors that such proposal
be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management
proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.


 




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4.12 [Reserved]


 


 4.13 Subsequent Equity Sales.




 


(a) From
the date hereof until 90 days after the Effective Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration
statement or any amendment or supplement thereto, in each case other than as contemplated pursuant to the Registration Rights Agreement
or to register for resale the shares underlying the Company’s outstanding warrants.


 


(b) From
the date hereof until such time as no Purchaser holds any of the Preferred Shares or Warrants, the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or
other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects
a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities
at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,
which remedy shall be in addition to any right to collect damages.


 




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Notwithstanding
the foregoing, this Section 4.14 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be
an Exempt Issuance.


 


4.14 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Securities or otherwise.


 


4.15 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that, neither it,
nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales of any of the Company’s
securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6. Each Purchaser, severally
and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company pursuant to the initial press release as described in Section 4.6, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing,
and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that, (i) no
Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of
the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any
securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) no Purchaser
shall have any duty of trust or confidentiality or duty not to trade in the securities of the Company to the Company after the issuance
of the initial press release as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Securities covered by this Agreement.


 




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4.16 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.


 


4.17 Capital
Changes. From the date hereof until one year after the Effective Date, the Company shall not undertake a reverse or forward stock
split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the
shares of Preferred Stock unless such split or reclassification is required to maintain the listing of Company Common Stock on a Trading
Market.


 


4.18 Lock-up
Agreements. The Company shall at no time enter into, or allow, any amendment to or modification of the Lock-Up Agreements, the Insider
Letter or any lock-up or similar agreement entered into with any of the stockholders of Target or any other Person or directly or indirectly
waive or release any such Person subject to any of the foregoing from any of the restrictions imposed therein (including by shortening
any applicable lock-up period). If any party to a Lock-Up Agreement, Insider Letter or any lock-up or similar agreement breaches any
provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up
Agreement. Insider Letter such other lock-up or similar agreement.


 


4.19 Additional
Covenants. Until the Closing Date, the Target and each Target Subsidiary hereby covenants to each Purchaser such covenants set forth
in the Unit Purchase Agreement as if such covenants were incorporated by reference into this Agreement, mutatis mutandis. For
the avoidance of doubt, this Section 4.19 shall not relieve the Company and/or any of its Subsidiaries of any of its obligations pursuant
to this Section 4 with respect to the Company and/or any of its Subsidiaries or any of their respective securities, as applicable.


 


4.20 Voting
Agreements. The Company shall not amend, modify, waive or terminate any provision of the Voting Agreements except to extend the term
of the lock-up period and shall enforce the provisions of the Voting Agreements in accordance with their terms. If any party to the Voting
Agreement breaches any provision of the Voting Agreement, the Company shall promptly use its best efforts to obtain specific performance
of the terms of the Voting Agreement. Notwithstanding the foregoing, no Purchaser shall be a third party beneficiary of the Voting Agreements.


 




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ARTICLE
V.


MISCELLANEOUS


 


5.1 Termination.
This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of either party in respect thereof, upon the earlier to occur of (a) the mutual
written agreement of the parties hereto to terminate this Agreement, or (b) the termination (for any reason) of the Unit Purchase Agreement
by any party to the same. Additionally, (i) the Company may terminate this Agreement with respect to any Purchaser if any of the conditions
set forth in Section 2.3(a) applicable to such Purchaser shall have become incapable of fulfillment, and shall not have been waived by
the Company; and (ii) any Purchaser may terminate this Agreement (with respect to itself only) if (X) any of the conditions set forth
in Section 2.3(b) shall have become incapable of fulfillment, and shall not have been waived by such Purchaser or (Y) the Closing shall
not have occurred on or prior to September 29, 2022. Notwithstanding the foregoing, nothing herein will relieve any party from liability
for any intentional breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities or damages arising from such breach; provided, that in the event that the Unit Purchase Agreement is ever
terminated by the Company and/or Target for any reason, each of the Purchasers hereby agrees (1) not to indirectly assert a claim against
Target by funding the Company or any other party to assert any such claim, and (2) that Target shall have third party beneficiary rights
to enforce its rights under this Section.


 


5.2 Fees
and Expenses. On the date hereof, the Company shall reimburse Kelley Drye & Warren LLP, counsel to the lead Purchaser, the non-accountable
sum of $100,000 for its legal fees and expenses (less the $84,980 previously paid by the Company) and shall reimburse Ellenoff &
Grossman LLP, counsel to another Purchaser, the non-accountable sum of $25,000 for its legal fees and expenses. At, or prior to, the
Closing, the Company shall reimburse Kelley Drye & Warren LLP and Ellenoff & Grossman LLP for any fees and expenses, if any,
incurred during the period commencing on the date hereof through the Closing in connection with the closing of the transactions contemplated
hereby and the Business Combination and any regulatory filings related thereto. The Company shall deliver to each Purchaser, prior to
the Closing, a completed and executed copy of the Closing Statement, attached hereto as Annex A. Except as expressly set forth
in Schedule 5.2 and in the Transaction Documents to the contrary, 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 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 time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment at the e-mail 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 time of transmission, if such notice or communication
is delivered via facsimile or email attachment at the facsimile number or e-mail 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.


 




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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 Purchasers which purchased at least 67% in interest of the Preferred Stock based on the
initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) 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.


 


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 hereof and with respect to the representations and warranties of the Purchasers in Section 3.3 hereof. Target
shall be a third party beneficiary of Sections 5.1 and 5.22 hereof, and each of the parties named in Section 5.22 hereof shall also be
third party beneficiaries of such Section 5.22 hereof and each such beneficiary of Sections 5.1 or 5.22 hereof shall have the independent
ability to enforce such provision. For purposes of clarification, each of the parties hereto acknowledges that Target and the parties
referenced in Section 5.22 shall have the third party beneficiary rights contained herein. 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 4.10 and this Section 5.8.


 




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5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (other than
the Certificate of Designation, which shall be governed by Delaware law) 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 and
any other Transaction Documents (other than the Certificate of Designation) (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 any of the Transaction
Documents, other than the Certificate of Designation), 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
the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, 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.


 


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.


 




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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 (x) a rescission
of a conversion of the Preferred Stock, the applicable Purchaser shall be required to return any shares of Common Stock subject to any
such rescinded conversion or (y) a recission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares
of Common Stock subject to any 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 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.


 


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.


 




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5.17 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy under
any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed
and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not
exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest
that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract
rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to
the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any
circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness
evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness
or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.


 


5.18 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
Loeb. Loeb 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.


 


5.19 Liquidated
Damages. The Company’s obligations to pay any liquidated damages or other amounts owing under the Transaction Documents is
a continuing obligation of the Company and shall not terminate until all unpaid 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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 5.20 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.


 


5.21 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
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 the 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. In
this Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar
import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular portion of this
Agreement.


 


5.22 Trust
Account Waiver. Each Purchaser hereby acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously
with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and certain
other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Purchaser hereby (a) agrees
that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held
in or distributions from the Trust Account, and shall not make any claim against the Trust Account, with respect to any claim based upon,
arising out of, resulting from, in connection with or relating to the Transaction Documents or the transactions contemplated hereby,
regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims
are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that
it may have against the Trust Account or distributions therefrom now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any Released Claims. Notwithstanding
the foregoing, nothing in this Section 5.22 shall be deemed to limit any Purchaser’s right, title, interest or claim to any monies
held in or distributions from the Trust Account by virtue of its record or beneficial ownership of any shares of Common Stock acquired
in the open market and outstanding on the date hereof (whether acquired by such Purchaser prior to, on or after the date hereof), pursuant
to a validly exercised redemption right with respect to any such shares of Common Stock, and, for the avoidance of doubt, nothing contained
herein shall limit any Purchaser’s rights, if any, in respect of the Transaction Documents and the transactions contemplated thereby.


 




    	47



    	 



    

 


5.23 NO
LIABILITY UPON GOOD FAITH TERMINATION. OTHER THAN WITH RESPECT TO ANY LIABILITIES ARISING PURSUANT TO SECTION 4.10 AND/OR SECTION
5.2 ABOVE, NONE OF THE COMPANY, TARGET OR ANY AFFILIATE OF TARGET, OR ANY OTHER PARTY TO THE UNIT PURCHASE AGREEMENT, OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, MANAGERS, MEMBERS, ADVISORS OR LEGAL COUNSEL SHALL HAVE ANY LIABILITY (INCLUDING, BUT NOT
LIMITED TO, AS A RESULT OF POTENTIAL LOST PROFITS AND OPPORTUNITIES) TO ANY PURCHASER AS A RESULT OF THE TERMINATION OF THIS AGREEMENT
AS A RESULT OF THE GOOD FAITH TERMINATION OF THE UNIT PURCHASE AGREEMENT BECAUSE OF A FAILURE OF A CLOSING CONDITION TO BE MET (SOLELY
TO THE EXTENT SUCH FAILURE IS OUTSIDE OF THE CONTROL OF THE TARGET OR THE COMPANY, BUT REGARDLESS OF WHETHER UNIT PURCHASE AGREEMENT
IS TERMINATED BY THE COMPANY OR TARGET).


 


5.24 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.


 


(Signature
Pages Follow)


 




    	48



    	 



    

 


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.


 


 


	NORTHERN
    LIGHTS ACQUISITION CORP.	 	Address for Notice:


10 East 53rd Street, Suite 3001


New York, New York 10022



	By:	 	 	 	 
	Name: 	John Darwin	 	Email:	jdarwin@luminouscap.ca
	Title:	Co-Chief Executive Officer	 	 	 



 





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


 





Nelson
Mullins Riley & Scarborough LLP


101 Constitution Avenue, NW, Suite 900


Washington, D.C. 20001


Attn: Andrew M. Tucker, Esq.


Facsimile:
(202) 689-28


Email: andy.tucker@nelsonmullins.com 



 


Acknowledged
and agreed by:


 


SHF,
LLC 


(d/b/a
Safe Harbor Financial,


a
Colorado limited liability company)


 


	By:	 	 
	Name:
	Sundie Seefried	 
	Title:
	Chief Executive Officer	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	49



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO NORTHERN LIGHTS ACQUISITION CORP. SPA]


 


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: ___________________________________________


 


Address
for Notice to Purchaser:


 


 


 


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


 


 


 


Subscription
Amount: $____________


 


Shares
of Preferred Stock: ____________


 


Warrant
Shares: ________________   Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%


 


EIN
Number: _______________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	50



    	 



    

 


Annex
A


 


CLOSING
STATEMENT


 


Pursuant
to the attached Securities Purchase Agreement, dated as of the date hereto, the purchasers shall purchase up to $[______] of Preferred
Stock from Northern Lights Acquisition Corp., a Delaware corporation (the “Company”). All funds will be wired into
an account maintained by the Company. All funds will be disbursed in accordance with this Closing Statement.


 


Disbursement
Date: [_____ ___], 2022


 


 






 


I. PURCHASE PRICE  




 


	Gross
    Proceeds to be Received	$



 


II. DISBURSEMENTS  




 


	 	$
	 	$
	 	$
	 	$
	 	$
	 	 
	Total
    Amount Disbursed:	$


 


FLOW
OF FUNDS LETTER:


 


Please
see attached.


 


Acknowledged
and agreed to


this
___ day of _________, 2022


 


[____________________________]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 




    	51



    	 



    

 


EXHIBIT
A


 


FORM
OF CERTIFICATE OF DESIGNATION


 


[Omitted
pursuant to Item 601(a)(5) of Regulation S-K]


 




    	52



    	 



    

 


EXHIBIT
B


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


[Omitted
pursuant to Item 601(a)(5) of Regulation S-K]


 




    	53



    	 



    

 


EXHIBIT
C


 


FORM
OF WARRANT


 


[Omitted
pursuant to Item 601(a)(5) of Regulation S-K]


 




    	54



    	 



    

 


EXHIBIT


 


FORM
OF LEGAL OPINION


 


[Omitted
pursuant to Item 601(a)(5) of Regulation S-K]


 




    	55