Exhibit
10.1


 


THIRD
AMENDMENT


TO
UNIT PURCHASE AGREEMENT


 


This
Third Amendment to Unit Purchase Agreement (the “Third Amendment”) is effective as of September 28, 2022 (the
“Effective Date”), with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the “Purchase
Agreement”) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the
“Purchaser”), (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the representative
from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Seller (as defined below) as of immediately
prior to the Closing and its successors and assignees) in accordance with the terms and conditions of the Purchase Agreement (the “Purchaser
Representative”), (iii) SHF Holding Co, LLC, a Colorado limited liability company (the “Seller”),
(iv) Partner Colorado Credit Union, a Colorado corporation (the “Seller Parent”), and (v) SHF, LLC
d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Company”).


 


Luminous
Capital USA Inc., a Delaware corporation (“Luminous”), is entering into this Third Amendment solely for
purposes of Section 2 hereof.


 


Capitalized
terms used but not otherwise defined in this Third Amendment have the meanings ascribed to such terms in the Purchase Agreement.


 


RECITALS


 


A. The
Parties have previously entered into that certain Amendment to Unit Purchase Agreement dated as of September 19, 2022 (the “First
Amendment”) and the Second Amendment to Unit Purchase Agreement dated as of September 22, 2022 (the “Second
Amendment”), in each case to modify the amount and timing of payment of the portion of the Purchase Consideration to be
paid in cash at Closing for the purpose of preserving additional cash for the Purchaser’s post-closing operations and to provide
for the escrow of certain shares to be received by Luminous as security for the payment of the Deferred Cash Consideration (as defined
below).


 


B. The
Parties desire to further modify the amount and timing of payment the portion of the Purchase Consideration be paid at closing as set
forth in this Third Amendment.


 


C. Pursuant
to Section 9.9 of the Purchase Agreement, any provision of the Purchase Agreement may be amended or modified only by a written
instrument signed by each of the Purchaser, the Seller, the Purchaser Representative, the Company, and the Seller Parent.


 


D. The
Purchaser, the Seller, the Purchaser Representative, the Company, and the Seller Parent desire to amend the Purchase Agreement as set
forth herein.


 




    	 



    	 



    

 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and in the Purchase Agreement, the Purchaser,
the Seller, the Purchaser Representative, the Company, and the Seller Parent, together with Luminous as to Section 2 hereof, each,
intending to be legally bound, hereby agree as follows:


 


1. Amendments
to the Purchase Agreement.


 


(a) Section
1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“1.6 Purchase
Consideration. As consideration for the Purchase, the Seller shall be entitled to receive from the Purchaser, in the aggregate, $185,000,000
consisting of (i) 11,386,139 shares of Purchaser Common Stock with an aggregate value equal to $115,000,000 (the “Share Consideration”)
and (ii) $70,000,000 in cash (the “Cash Consideration,” and together with the Cash Consideration, the “Purchase
Consideration”). The shares of Purchaser Common Stock constituting the Share Consideration shall be valued at the Exchange
Price. The Share Consideration is subject to the withholding of the Escrow Shares deposited in the Escrow Account in accordance with
Section 1.11, and after the Closing is subject to reduction for the indemnification obligations of the Indemnifying Parties set
forth in Article V. The Cash Consideration shall be paid as follows: (x) $13,050,199.34 shall be paid at the Closing in accordance
with Section 1.8 of the Purchase Agreement, (y) $21,949,800.66 shall be paid on or before December 15, 2022, and (z) $35,000,000
shall be paid in six equal installments of $6,416,667, payable beginning on the first business day following April 1, 2023 and on the
first business day of each of the following five fiscal quarters, for a total of $38,500,002 (which amount includes 5% interest annualized)
(the amounts payable in clauses (y) and (z) are referred to as the “Deferred Cash Consideration”). The Deferred
Cash Consideration may be prepaid by the Company, in whole or in part, at any time.”


 


(b) Section
1.8 of the Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“1.8 Surrender
of Company Securities and Disbursement of Purchase Consideration.


 


(a) Prior
to the Closing, the Purchaser shall appoint its transfer agent, Continental Stock Transfer & Trust Company, or another agent reasonably
acceptable to the Company (the “Exchange Agent”), for the purpose of exchanging 100% of the Company Membership
Interests for the 11,386,139 shares of Purchaser Common Stock constituting the Share Consideration, subject to the Escrow Shares to be
deposited in the Escrow Account in accordance with Section 1.11. At or prior to the Closing, (i) the Purchaser shall deposit,
or cause to be deposited, with the Exchange Agent 11,386,139 shares of Purchaser Common Stock and (ii) the Seller shall deliver to the
Exchange Agent an Assignment of Company Membership Interests in the form attached hereto as Exhibit F (the “Assignment
of Company Membership Interests”).


 




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(b) The
Seller shall be entitled to receive the Purchase Consideration, including the right to receive the Deferred Cash Consideration as set
forth in Section 1.6 above (less the Escrow Shares), upon delivery to the Exchange Agent of the Assignment of Company Membership
Interests and such other documents as may be reasonably necessary to effect the transfer of the Company Membership Interests as requested
by the Exchange Agent (the Assignment of Company Membership Interests and such additional documents being the “Transmittal
Documents”). The Exchange Agent shall confirm, in writing, to the Seller that the Exchange Agent holds in escrow an aggregate
amount equal to $70,000,000, which represents the Cash Consideration. Upon such confirmation, and upon the Exchange Agent’s confirmation
of receipt of the Assignment of Company Membership Interests, (i) the Company Membership Interests shall be converted into and shall
represent the right of Seller to receive the Purchase Consideration, subject to Section 1.6 as to the Deferred Cash Consideration
and Section 1.11 as to the Luminous Escrowed Shares, (ii) the limited liability company membership interests of the Company shall
be deemed transferred to the Purchaser and the transactions contemplated by this Agreement shall be deemed closed, (iii) the Exchange
Agent shall immediately thereafter deliver to the Seller Parent (x) $20,000,000 of the Cash Consideration and (y) the amount of Company
Excess Cash (as defined in and determined pursuant to Section 1.9, each of the amounts in (x) and (y) to be sent by wire transfer
of immediately available funds to an account designated in writing by the Seller Parent, and (z) the Share Consideration, less the Escrow
Shares, by deposit of the such shares of Purchaser Common Stock to an account in the Seller Parent’s name at the Exchange Agent
in the Direct Registration System, and (iv) the Exchange Agent shall deliver the Deferred Cash Consideration to the Purchaser.”


 


2. Security
for Payment of Deferred Cash Consideration. In consideration of the Seller’s and the Seller Parent’s agreement to defer
the Deferred Cash Consideration as modified by this Third Amendment, and to secure the Purchaser’s payment thereof, Luminous agrees
that it will escrow 1,200,000 of the shares of Purchaser Common Stock (the “Luminous Escrowed Shares”) to be
received by Luminous at the Closing, such escrow to be evidenced by an escrow agreement with a third-party escrow agent reasonably acceptable
to the Parties and Luminous. The Parties agree that Luminous shall be entitled to vote all such Luminous Escrowed Shares and that the
Luminous Escrowed Shares shall be released to Luminous upon payment in full of the Deferred Cash Consideration as modified by this Third
Amendment.


 


3. No
Other Changes. Except as expressly provided in this Third Amendment, all of the terms and conditions of the Purchase Agreement remain
unmodified and in full force and effect.


 


4. Other
Provisions. The provisions of Article IX of the Purchase Agreement are hereby incorporated herein mutatis mutandis,
as if a part hereof.


 


4. Effective
Time. The amendment contemplated by this Third Amendment shall be effective, and this Third Amendment shall be deemed to have been
executed and delivered by each of the Parties, as of the Effective Date.


 


5. Entire
Agreement. The Purchase Agreement, as modified by the First Amendment, Second Amendment and this Third Amendment, constitute the
sole and entire agreement of the Parties with respect to the subject matter of hereby and thereby, and supersede all other prior and
contemporaneous understandings, agreements, representations and warranties, whether express or implied, written and oral, with respect
to such subject matter.


 


[Signature
pages follow.]


 




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IN
WITNESS WHEREOF, the Parties have caused this Third Amendment to be duly executed as of the day and year first above written.


 


	 	Purchaser:
	 	 	 
	 	NORTHERN
    LIGHTS ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    John Darwin
	 	Name:	John
    Darwin
	 	Title:	Co-Chief
    Executive Officer
	 	 	 
	 	Purchaser
    Representative:
	 	 	 
	 	5AK,
    LLC, solely in the capacity as the Purchaser Representative hereunder
	 	 	 
	 	By:	Luminous
    Capital Inc.,
	 	 	its
    Manager
	 	 	 
	 	By:	/s/
    Joshua Mann
	 	Name:	Joshua
    Mann
	 	Title:	Managing
    Director
	 	 	 
	 	Seller:
	 	 	 
	 	SHF
    HOLDING CO, LLC
	 	 	 
	 	By:	/s/
    Spencer Guilford
	 	Name:	Spencer
    Guilford
	 	Title:	Secretary
	 	 	 
	 	Company:
	 	 	 
	 	SHF,
    LLC D/B/A SAFE HARBOR FINANCIAL
	 	 	 
	 	By:	/s/
    Sundie Seefried
	 	Name: 	Sundie
    Seefried
	 	Title:	Chief
    Executive Officer and Board Chair
	 	 	 
	 	Seller
    Parent:
	 	 	 
	 	PARTNER
    COLORADO CREDIT UNION
	 	 	 
	 	By:	/s/
    Linda S. Head
	 	Name:	Linda
    S. Head
	 	Title:	Board
    Chair
	 	 	 
	 	Luminous (as to Section 2 only):
	 	 	 
	 	LUMINOUS
    CAPITAL USA INC.
	 	 	 
	 	By:	/s/
    Joshua Mann
	 	Name:	Joshua
    Mann
	 	Title:	Director


 


[Signature
Page to Third Amendment to Unit Purchase Agreement]