Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT


 


Dated as of May 17, 2022


 


by and between


 


Nukkleus Inc.


 


and


 


WHITE LION CAPITAL
LLC


 




     


     


    

 


TABLE OF CONTENTS


 





	Article I DEFINITIONS	2
	Article II PURCHASE AND SALE OF COMMON STOCK	2
	Section 2.1	Purchase and Sale of Stock	2
	Section 2.2	Closing Date; Settlement Dates	2
	Section 2.3	Initial Public Announcements and Required Filings	2
	Article III PURCHASE TERMS	3
	Section 3.1	Purchases	3
	Section 3.2	Settlement	3
	Section 3.3	Compliance with Rules of Trading Market	4
	Section 3.4	Beneficial Ownership Limitation	4
	Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF
    THE INVESTOR	5
	Section 4.1	Organization and Standing of the Investor	5
	Section 4.2	Authorization and Power	5
	Section 4.3	No Conflicts	5
	Section 4.4	Investment Purpose	6
	Section 4.5	Accredited Investor Status	6
	Section 4.6	Reliance on Exemptions	6
	Section 4.7	Information	6
	Section 4.8	No Governmental Review	6
	Section 4.9	No General Solicitation	6
	Section 4.10	Not an Affiliate	6
	Section 4.11	No Prior Short Sales	7
	Section 4.12	Statutory Underwriter Status	7
	Section 4.13	Resales of Shares	7
	Section 4.14	Primary Place of Business	7
	Section 4.15	Sufficient Funds	7
	Section 4.16	Solvency	7
	Section 4.17	Non-Reliance	7
	Article V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
    COMPANY	7
	Section 5.1	Organization, Good Standing and Power	7
	Section 5.2	Authorization, Enforcement	8


 






    i


     


    

 





	Section 5.3	Capitalization	8
	Section 5.4	Issuance of Shares	8
	Section 5.5	No Conflicts	9
	Section 5.6	SEC Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants	9
	Section 5.7	Subsidiaries	10
	Section 5.8	No Material Adverse Effect; Absence of Certain Changes	11
	Section 5.9	No Material Defaults	11
	Section 5.10	Material Contracts	11
	Section 5.11	Solvency	11
	Section 5.12	Real Property; Other Property	11
	Section 5.13	Actions Pending	12
	Section 5.14	Compliance with Law	12
	Section 5.15	Certain Fees	12
	Section 5.16	Disclosure	12
	Section 5.17	Operation of Business	12
	Section 5.18	Environmental Compliance	13
	Section 5.19	Labor Disputes	13
	Section 5.20	Use of Proceeds	13
	Section 5.21	Investment Company Act Status	13
	Section 5.22	Taxes	13
	Section 5.23	Insurance	14
	Section 5.24	Exemption from Registration	14
	Section 5.25	No General Solicitation or Advertising	14
	Section 5.26	No Integrated Offering	14
	Section 5.27	Dilutive Effect	14
	Section 5.28	Manipulation of Price	14
	Section 5.29	Listing and Maintenance Requirements; DTC Eligibility	14
	Section 5.30	OFAC	15
	Section 5.31	Information Technology; Compliance with Data Privacy Laws	15
	Section 5.32	Acknowledgement Regarding Investor’s Acquisition of Shares	15
	Section 5.33	No Other Representations and Warranties	15



 






    ii


     


    

 





	Article VI ADDITIONAL COVENANTS	16
	Section 6.1	Securities Compliance	16
	Section 6.2	Reservation of Common Stock	16
	Section 6.3	Registration and Listing	16
	Section 6.4	Compliance with Laws	16
	Section 6.5	Keeping of Records and Books of Account; Due Diligence	17
	Section 6.6	No Frustration; No Variable Rate Transactions	17
	Section 6.7	Corporate Existence	17
	Section 6.8	Fundamental Transaction	17
	Section 6.9	Selling Restrictions	18
	Section 6.10	Effective Registration Statement	18
	Section 6.11	Blue Sky	18
	Section 6.12	Non-Public Information	18
	Section 6.13	Broker/Dealer	18
	Section 6.14	Disclosure Schedule	19
	Section 6.15	Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events	19
	Article VII CONDITIONS TO CLOSING AND CONDITIONS TO THE
    SALE AND PURCHASE OF THE SHARES	20
	Section 7.1	Conditions Precedent to Closing	20
	Section 7.2	Conditions Precedent to Commencement	20
	Section 7.3	Conditions Precedent to Purchases after Commencement Date	23
	Article VIII TERMINATION	26
	Section 8.1	Automatic Termination	26
	Section 8.2	Other Termination	26
	Section 8.3	Effect of Termination	27
	Article IX [RESERVED]	28
	Article X MISCELLANEOUS	28
	Section 10.1	Certain Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions	28
	Section 10.2	Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial	28
	Section 10.3	Entire Agreement	29
	Section 10.4	Notices	29
	Section 10.5	Waivers	30
	Section 10.6	Amendments	30
	Section 10.7	Headings	30
	Section 10.8	Construction	31
	Section 10.9	Binding Effect	31
	Section 10.10	No Third-Party Beneficiaries	31
	Section 10.11	Governing Law	31
	Section 10.12	Survival	31
	Section 10.13	Counterparts	31
	Section 10.14	Publicity	32
	Section 10.15	Severability	32
	Section 10.16	Further Assurances	32


 






    iii


     


    

 


COMMON STOCK PURCHASE
AGREEMENT


 


This COMMON STOCK
PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2022 (the “Execution
Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”),
and Nukkleus Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS, the Company has entered into an
Agreement and Plan of Merger, dated as of February 22, 2022, with Brilliant Acquisition Corporation, a blank check company incorporated
as a British Virgin Islands company (the “SPAC”) (as amended from time to time, the “Merger Agreement”);


 


WHEREAS, following the consummation of the
transactions contemplated by the Merger Agreement (the “Merger Closing”), the Company shall survive as the sole
stockholder of the SPAC, with the Company’s common stock (the “Common Stock”) registered under Section 12(b) of
the Exchange Act;


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Investment Period, the Company
may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the
lesser of (i) $75,000,000 in aggregate gross purchase price of newly issued Common Stock and (ii) the Exchange Cap (if applicable
under Section 3.3);


 


WHEREAS, such sales
of Common Stock by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities
Act (“Section 4(a)(2)”) and/or Rule 506(b) of Regulation D promulgated by the Commission under the
Securities Act (“Regulation D”), and the Compliance and Disclosure Interpretations, and upon such other
exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and
sales of Common Stock by the Company to the Investor to be made hereunder;


 


WHEREAS, the parties
hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the
“Registration Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable
Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and


 


WHEREAS, in consideration
for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares, pursuant
to and in accordance with Section 10.1(ii);


 


NOW, THEREFORE, the
parties hereto, intending to be legally bound, hereby agree as follows:


 






    1


     


    

 


Article I




DEFINITIONS


 


Capitalized terms used in
this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof,
or as otherwise set forth in this Agreement.


 


Article II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1
Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period,
the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor
shall purchase from the Company subject to the terms of this Agreement, up to the lesser of (i) $75,000,000 (the “Total
Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable Shares
and (ii) the Exchange Cap, if applicable pursuant to Section 3.3, by the delivery to the Investor of one or more Purchase Notices
as provided in Article III.


 


Section 2.2
Closing Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)
upon (a) the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of
the parties hereto and thereto, and (b) the delivery of all other documents, instruments and writings required to be delivered at
the Closing, in each case as provided in Section 7.1, on the Closing Date. In consideration of and in express reliance upon
the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during
the Commitment Period, the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects
to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each Purchase. The delivery of Shares in
respect of each Purchase, and the payment for such Shares, shall occur in accordance with Section 3.2, provided that
all of the conditions precedent in Article VII shall have been fulfilled at the applicable times set forth in Article VII.


 


Section 2.3 Initial
Public Announcements and Required Filings. The Company shall, no later than two (2) Trading Days after the Execution Date,
file with the Commission a Current Report on Form 8-K disclosing the execution of this Agreement and the Registration
Rights Agreement by the Company and the Investor and describing the material terms thereof, including, without limitation, the
issuance of the Commitment Shares by the Company to the Investor in accordance with Section 10.1(ii), and attaching as
exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (the “Current
Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Current Report
prior to filing the Current Report with the Commission and shall give reasonable consideration to all such reasonable comments. From
and after the filing of the Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic
information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions
contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this
Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3,
the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by
the Transaction Documents (including the existence and terms of the transactions contemplated hereby and thereby), except that the
Investor may disclose the terms of such transactions to its financial, accounting, legal and other advisors (provided that the
Investor requires such Persons to maintain the confidentiality of such information in the same manner and to the same extent as
would be required of the Investor hereunder). The Company shall use its commercially reasonable efforts to file with the Commission
the Initial Registration within sixty (60) days of the Merger Closing Date and use its commercially reasonable efforts to prepare
any new Registration Statements. At or before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately
following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective
amendment thereto), the Company shall use its commercially reasonable efforts to file with the Commission in accordance with Rule
424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or
post-effective amendment thereto).


 






    2


     


    

 


Article III

PURCHASE TERMS


 


Subject to the satisfaction
of the conditions set forth in Article VII, the parties agree as follows:


 


Section 3.1
Purchases. The Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the
Investor of a Purchase Notice, to purchase the applicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit,
at the applicable Purchase Price in accordance with this Agreement (each such purchase, a “Purchase”). The Purchase
of the applicable Purchase Notice Shares shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase
Settlement Date”). The Company may not deliver a Purchase Notice to the Investor until the Purchase of any previously issued
and still active Purchase Notice is completed, unless waived by the Investor. The Investor is obligated to accept each Purchase Notice
prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this
Agreement. The Company may not deliver a Purchase Notice if the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding the Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to
purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be void ab initio to
the extent of the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice
Limit, and the Investor shall have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however,
that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided
herein. Notwithstanding the foregoing, the Company shall not deliver any Purchase Notices to the Investor during the PEA Period.


 


Section 3.2 Settlement.
The Shares constituting the applicable Purchase Notice Shares in each Purchase Notice shall be delivered to the Investor as DWAC
Shares alongside the delivery of a Purchase Notice. For each Purchase, the Investor shall pay to the Company an amount in cash equal
to the product of (a) the total applicable number of Purchase Notice Shares in such applicable Purchase Notice and (b) the
applicable Purchase Price for such Shares (the “Purchase Amount”), as full payment for such Shares
purchased by the Investor in such Purchase, via wire transfer of immediately available funds, not later than 5:00 p.m., New York
City time, on the Purchase Settlement Date (it being acknowledged and agreed that, in accordance with Section 3.1, the Company
may not deliver any additional Purchase Notice to the Investor until all such Shares subject to such Purchase, and all Shares
subject to all prior Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement, and the
Company has received all Purchase Amounts, via wire transfer of immediately available funds, in respect of each Purchase). The
Company shall not issue any fraction of a share of Common Stock to the Investor in connection with any Purchase effected pursuant to
this Agreement. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such
fraction of a share of Common Stock up or down to the nearest whole share. All payments to be made by the Investor pursuant to this
Agreement shall be made by wire transfer of immediately available funds to such account as the Company may from time to time
designate by written notice to the Investor in accordance with the provisions of this Agreement.


 






    3


     


    

 


Section 3.3
Compliance with Rules of Trading Market.


 


(a)
Exchange Cap. The Company shall not issue or sell any Common Stock pursuant to this Agreement, and the Investor shall
not purchase or acquire any Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number
of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed the maximum
number of shares of Common Stock permitted under applicable rules of the Principal Market to be issued without a vote of the Company’s
shareholders, which number of shares of Common Stock shall be reduced by the number of shares of Common Stock issued or issuable pursuant
to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable
rules of the Principal Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless
the Company’s shareholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in
accordance with the applicable rules of the Principal Market. For the avoidance of doubt, the Company may, but shall be under no
obligation to, request its shareholders to approve the issuance of Common Stock pursuant to this Agreement; provided that
if such shareholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions
contemplated hereby at all times during the term of this Agreement.


 


(b)
General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance
or sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the
Trading Market. The provisions of this Section  3.3 shall be implemented in a manner otherwise than in strict conformity with
the terms of this Section 3.3 only if necessary to ensure compliance with the Securities Act and the applicable rules of the
Trading Market.


 


Section 3.4 Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by the Investor of more than 4.99 % of the outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later
than the next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number
of shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations
required under this Section 3.4 and the application of this Section 3.4. The Investor’s written
certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder
at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error. The provisions of
this Section 3.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 3.4 to the extent necessary to properly give effect to the limitations contained in this Section 3.4.


 






    4


     


    

 


Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The Investor hereby makes
the following representations, warranties and covenants to the Company:


 


Section 4.1
Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Nevada. The Investor is qualified to do business in each other jurisdiction where
the failure to so qualify would have a material adverse effect on the business or financial condition of the Investor; and the Investor
has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations
under this Agreement.


 


Section 4.2
Authorization and Power. The Investor has the requisite limited liability company power and authority to enter into
and perform its obligations under the Transaction Documents to which it is a party and to purchase or acquire the Shares in accordance
with the terms hereof. The execution, delivery and performance by the Investor of the Transaction Documents to which it is a party and
the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability
company action, and no further consent or authorization of the Investor, its managers or its members is required. Each of this Agreement
and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation
of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation
of equitable remedies).


 


Section 4.3 No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a
violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational
instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a
default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party
or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order,
judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are
bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in
any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the
Registration Rights Agreement. The Investor is not required under any applicable federal, state or local law, rule or regulation to
obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under this Agreement and the Registration Rights Agreement or to
purchase or acquire the Shares in accordance with the terms hereof; provided, however, that for purposes of
the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and
warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction Documents to which it is
a party.


 






    5


     


    

 


Section 4.4
Investment Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and not with a
view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable
state securities laws; provided, however, that by making the representations herein, the Investor does not agree,
or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose
of the Shares at any time in accordance with, or pursuant to, a registration statement filed pursuant to the Registration Rights Agreement
or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or
indirectly, with any Person to sell or distribute any of the Shares.


 


Section 4.5
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D.


 


Section 4.6
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific
exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire
the Shares.


 


Section 4.7 Information.
All materials relating to the business, financial condition, management and operations of the Company and materials relating to the
offer and sale of the Shares which have been requested by the Investor have been furnished or otherwise made available to the
Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment in
the Shares involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Shares and has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a proposed
investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive answers
from representatives of the Company concerning the financial condition and business of the Company and other matters relating to an
investment in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its
advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or
the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby. The Investor has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to its acquisition of the Shares. The Investor understands
that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the
transactions contemplated by this Agreement.


 


Section 4.8
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment
in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


Section 4.9
No General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.


 


Section 4.10
Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company.


 






    6


     


    

 


Section 4.11
No Prior Short Sales. At no time prior to the Execution Date has the Investor, its sole member, any of their respective
officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly
or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation
SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to
the Common Stock.


 


Section 4.12  
Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and
a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable
law and to the extent the Prospectus is related to the resale of Registrable Securities.


 


Section 4.13  Resales
of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the Registration
Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption
“Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal
and state securities laws, rules and regulations. For the purposes hereof, and in accordance with Regulation SHO, the sale after
delivery of the Purchase Notice of such number of shares of Common Stock reasonably expected to be purchased under each Purchase
Notice shall not be deemed a Short Sale.


 


Section 4.14  Primary Place of Business. The Investor’s primary place of business is in the State of California.


 


Section 4.15 
Sufficient Funds. As of the date hereof the Investor has, and as of the Closing, the Investor will have, available cash
sufficient to make the payments required under this Agreement, to pay all fees and expenses to be paid by the Investor in connection
with the transactions contemplated by this Agreement and the other Transaction Documents and to satisfy all other obligations that
may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement or the
other Transaction Documents.


 


Section 4.16
Solvency. The Investor has not taken any steps, and does not currently expect to take any steps, to seek protection
pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does
the Investor have any knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any
law for the relief of debtors. The Investor is financially solvent and is generally able to pay its debts as they become due.


 


Section 4.17
Non-Reliance. Except for the specific representations and warranties expressly made by the Company in Article V
of this Agreement and in any certificate or agreement delivered pursuant hereto, the Investor specifically disclaims that the Investor
is relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or
any of the Company’s affiliates with respect to the transactions contemplated hereby.


 


Article V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


The Company hereby makes the
following representations, warranties and covenants to the Investor:


 


Section 5.1
Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as now being conducted. The Company is duly licensed or qualified and in good standing (or equivalent status as
applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be licensed
or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified, individually
or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.


 






    7


     


    

 


Section 5.2 Authorization, Enforcement.
The Company has the requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents
to which it is a party and to issue the Shares in accordance with the terms hereof and thereof. Except for approvals of the Company’s
Board of Directors or a committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder
(which approvals shall be obtained prior to the delivery of any Purchase Notice), the execution, delivery and performance by the Company
of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, its
Board of Directors or its stockholders is required. Each of the Transaction Documents to which the Company is a party has been duly executed
and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies
or by other equitable principles of general application (including any limitation of equitable remedies).


 


Section 5.3
Capitalization. The authorized capital stock of the Company and the shares thereof issued and outstanding were as set
forth in the Commission Documents as of the dates reflected therein. Except as set forth in the Commission Documents, this Agreement and
the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of
any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to preemptive
rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company
is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares
of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s
equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered
into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has
no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company after the Merger Closing.
Except as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein
or therein. The Company has filed with the Commission true and correct copies of the Company’s Amended and Restated Certificate
of Incorporation as in effect on the Closing Date (the “Charter”), and the Company’s Amended and Restated
Bylaws as in effect on the Closing Date (the “Bylaws”).


 


Section 5.4 Issuance
of Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor
pursuant to a particular Purchase Notice, will be, prior to the delivery to the Investor hereunder of such Purchase Notice, duly
authorized by all necessary corporate action on the part of the Company. The Shares, if and when issued in accordance with this
Agreement, shall be validly issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes,
security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the
issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Common Stock. At or prior to Commencement,
the Company shall have duly authorized and reserved a number of shares of Common Stock equal to the Exchange Cap for issuance and
sale as Shares to the Investor pursuant to Purchases that may be effected by the Company, in its sole discretion, from time to time
from and after the Commencement Date, pursuant to this Agreement.


 






    8


     


    

 


Section 5.5
No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it
is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result
in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or constitute a material default (or
an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination,
amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) result in a violation of any
federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries
(including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible
Market), except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations,
liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities
Act, any applicable state securities laws and applicable rules of the Trading Market, the Company is not required under any federal, state
or local rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents to which it is a party, or
to issue the Shares to the Investor in accordance with the terms hereof and thereof (other than such consents, authorizations, orders,
filings or registrations as have been obtained or made prior to the Closing Date); provided, however, that, for
purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations and
warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and
the Registration Rights Agreement.


 


Section 5.6
SEC Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.


 


(a) At all times after the
Merger Closing, the Company shall have timely filed (giving effect to permissible extensions in accordance with
Rule 12b-25 under the Exchange Act) all filings required to be filed with or furnished to the Commission by the Company
under the Securities Act or the Exchange Act, including those required to be filed with or furnished to the Commission under
Section 13(a) or Section 15(d) of the Exchange Act (the “SEC Documents”). As of the Execution
Date, no Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information
or other document with the Commission. As of its filing date, each SEC Document filed with or furnished to the Commission prior to
the Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable,
and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or
superseded by a filing prior to the Closing Date, on the date of such amended or superseded filing). Each Registration Statement, on
the date it is filed with the Commission, on the date it is declared effective by the Commission and on each Purchase Date shall
comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the
Securities Act) and shall 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 not misleading, except that this representation and warranty shall not
apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information
relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The
Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after
the Closing Date, when taken together, on its date and on each Purchase Date shall comply in all material respects with the
requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall 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, not misleading, except that this representation
and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon
and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor
expressly for use therein. Each SEC Document (other than the Initial Registration Statement or any New Registration Statement, or
the Prospectus included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the
Closing Date and incorporated by reference in the Initial Registration Statement or any New Registration Statement, or the
Prospectus included therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration
Rights Agreement (including, without limitation, the Current Report), when such document is filed with or furnished to the
Commission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with
the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and
regulations applicable to it. The Commission has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company under the Securities Act or the Exchange Act.


 






    9


     


    

 


(b) The consolidated
financial statements of the Company included or incorporated by reference in the Commission Documents, together with the related
notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its then
consolidated Subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in
stockholders’ equity of the Company and its then consolidated Subsidiaries for the periods specified (subject, in the case of
unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the
aggregate) and have been prepared in compliance with the published requirements of the Securities Act and the Exchange Act, as
applicable, and in conformity with generally accepted accounting principles in the United States (”GAAP”)
applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and
(ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) during the periods involved. The summary consolidated financial data included or incorporated by reference in the SEC
Documents present fairly in all material respects the information shown therein and have been compiled on a basis consistent with
that of the financial statements included or incorporated by reference in the Commission Documents, as of and at the dates
indicated. The pro forma condensed combined financial statements and the pro forma combined financial statements and any other pro
forma financial statements or data included or incorporated by reference in the Commission Documents comply with the requirements of
Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the
preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate
to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical
amounts in the compilation of those statements and data. There are no financial statements (historical or pro forma) that are
required to be included or incorporated by reference in the Commission Documents that are not included or incorporated by reference
as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including
any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting
Standards Codification Paragraph 810-10-25-20), not described in Commission Documents which are required to be described
in the Commission Documents. All disclosures contained or incorporated by reference in the Commission Documents, if any,
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the
Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the
Securities Act, to the extent applicable.


 


(c)
The Company has timely filed all certifications and statements the Company is required to file under (i) Rule 13a-14 or Rule 15d-14 under
the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to all Commission
Documents with respect to which the Company is required to file such certifications and statements thereunder.


 


Section 5.7
Subsidiaries.


 


(a)
Each Subsidiary of the Company has been duly formed or organized, is validly existing under the applicable laws of its jurisdiction
of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and
to conduct its business as it is now being conducted, except as would not be expected to have a Material Adverse Effect. Each of the Company’s
Subsidiaries is duly licensed or qualified and in good standing (or equivalent status as applicable) as a foreign corporation (or other
entity, if applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to
be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified,
individually or in the aggregate, has not had and would not be expected to have a Material Adverse Effect.


 






    10


     


    

 


(b) Except as set forth in
the Commission Documents, as of the Closing Date and as of the Commencement Date, (i) the Company owns and will own, directly
or indirectly, the equity interests in its Subsidiaries as set forth in the Commission Documents, in each case, free and clear of
any lien, charge, security interest, encumbrance, right of first refusal or other restriction, other than restrictions imposed by
applicable securities laws; and (ii) all equity interests in the Subsidiaries owned by the Company, directly or indirectly,
have been duly authorized, validly issued, fully paid and non-assessable.


 


Section 5.8
No Material Adverse Effect; Absence of Certain Changes. Except as disclosed in the Commission Documents, since the date
of the most recent audited financial statements of the Company included or incorporated by reference in the Commission Documents, (a) there
has not occurred any Material Adverse Effect, or any development that would result in a Material Adverse Effect, and (b) the Company
and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all
material respects.


 


Section 5.9
No Material Defaults. Except as set forth in the Commission Documents, neither the Company nor any Subsidiary has defaulted
on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or
in the aggregate, would have a Material Adverse Effect. Since June 1, 2021, the Company has not filed a report pursuant to Section 13(a)
or 15(d) of the Exchange Act indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock
or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which
defaults, individually or in the aggregate, would have a Material Adverse Effect.


 


Section 5.10
Material Contracts. Neither the Company nor any of its Subsidiaries is in material breach of or default in any respect
under the terms of any Material Contract and, to the Knowledge of the Company, as of the Execution Date, no other party to any Material
Contract is in material breach of or default under the terms of any Material Contract. Each Material Contract is in full force and effect
and is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the
Company, is a valid and binding obligation of each other party thereto. The Company has not received any written notice of the intention
of any other party to a Material Contract to terminate for default, convenience or otherwise, or not renew, any Material Contract.


 


Section 5.11
Solvency. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant
to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company
have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings
or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the
relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.


 


Section 5.12
Real Property; Other Property.


 


(a) Except as set forth in
the Commission Documents or as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its
Subsidiaries own, lease or otherwise have a valid right to use, all real property, good and marketable title in fee simple to all
real property owned by them and good and marketable title in all personal property and equipment owned by them that is material to
its business, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. The Company has not received
written notice of any proposed condemnation proceeding and, to the Knowledge of the Company, there is no condemnation proceeding
threatened with respect to any of its property or facilities that are material to the business of the Company and its
Subsidiaries.


 






    11


     


    

 


Section 5.13
Actions Pending. There are no legal or governmental proceedings pending or, to the Knowledge of the Company, threatened
to which the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject (i) other
than proceedings accurately described in all material respects in the Commission Documents and proceedings that would not have a Material
Adverse Effect on the Company and its Subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations
under this Agreement or to consummate the transactions contemplated by the Commission Documents or (ii) that are required to be described
in the Commission Documents and are not so described; and there are no statutes, regulations, contracts or other documents that are required
to be described in any of the Commission Documents or to be filed as exhibits to any of the Commission Documents that are not described
or filed as required.


 


Section 5.14
Compliance with Law. The Company has not received written notice from any Person that it, or any of its Subsidiaries,
is not conducting its business in compliance with all laws, rules and regulations of the jurisdictions in which the Company or any of
its Subsidiaries is conducting business that are applicable to the Company or any of its Subsidiaries, or any of their respective businesses
or properties, except where such non-compliance with such laws, rules and regulations would not result in a Material Adverse
Effect.


 


Section 5.15
Certain Fees. Neither the Company nor any Subsidiary has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated.


 


Section 5.16
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material,
nonpublic information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by
the Transaction Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting
resales of Shares under the Registration Statement.


 


Section 5.17
Operation of Business.


 


(a) The Company and the
Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizations
issued by, and have made all declarations and filings with, the appropriate federal, state or local governmental or regulatory
authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective
businesses as currently conducted (the “Permits”), except where the failure to possess, obtain or make the
same would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Commission Documents,
neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation or modification of any
such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to
obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect. This Section 5.17(a) does
not relate to environmental matters, such items being the subject of Section 5.18.


 


(b)
The Company owns or possesses or has the right to use all material Intellectual Property owned by the Company or any of its Subsidiaries
or used by the Company or any of its Subsidiaries in the conduct of their respective businesses as currently conducted, without any known
infringement or other violation of the Intellectual Property rights of any Person. To the Knowledge of the Company, no product or service
marketed or sold (or proposed to be marketed or sold) by the Company infringes, misappropriates or otherwise violates any material Intellectual
Property rights of any other Person. Neither the Company nor any of its Subsidiaries has received any written communications alleging
that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated, or by conducting its business, would
infringe, misappropriate or otherwise violate any Intellectual Property of any other Person.


 






    12


     


    

 


(c)
The Company and its Subsidiaries have taken commercially reasonable efforts to maintain the confidentiality of all material Trade
Secrets and other material confidential information of the Company and its Subsidiaries and any confidential information owned by any
Person to whom the Company or any of its Subsidiaries has a written confidentiality obligation.


 


Section 5.18
Environmental Compliance. Except as set forth in the Commission Documents and as would not reasonably be expected to
result in a Material Adverse Effect (a) the Company and each of its Subsidiaries is and at all times has been in compliance with
all Environmental Laws; (b) the Company and each of its Subsidiaries holds and is in compliance with all Environmental Permits required
for the operation of their respective business; (c) there has been no Release on, upon, into or from any site currently or, to the
Knowledge of the Company, heretofore owned, leased or otherwise operated by the Company or any of its Subsidiaries that requires any Remedial
Action pursuant to Environmental Law; (d) to the Knowledge of the Company, there have been no Hazardous Materials generated by the
Company or any of its Subsidiaries that have been disposed of by or on behalf of the Company or any Subsidiary at any site that has been
included in any published U.S. federal or state “Superfund” site list; (e) none of the Company or any of its Subsidiaries
has received any request for information arising under Environmental Laws regarding a property to which Hazardous Materials generated
by the Company or any of its Subsidiaries have been transported for disposal; (f) none of the Company or any of its Subsidiaries
is a party to, nor has received written notice of, any pending or threatened action, claim, suit, arbitration, litigation, proceeding
or investigation (whether civil, criminal or administrative) by or before any court or grand jury, any governmental authority or any arbitration
or mediation tribunal arising under Environmental Laws; and (h) none of the Company or any of its Subsidiaries is a party to any
material judgment, order, decree, settlement agreement, or similar arrangement imposing on it any liability or obligation, including the
obligation to perform Remedial Action, under any applicable Environmental Laws that remain unfulfilled, and has not assumed, by contract
or operation of law, the liabilities under Environmental Laws of any other Person.


 


Section 5.19 Labor
Disputes. None of the Company nor any of its Subsidiaries is bound by or subject to any collective bargaining or similar
agreement with any labor union, and, to the Knowledge of the Company, none of the employees, representatives or agents of the
Company or any of its Subsidiaries is represented by any labor union. The Company and its Subsidiaries have complied with all
employment laws applicable to employees of the Company and its Subsidiaries, except where non-compliance with any such
employment laws would not have a Material Adverse Effect.


 


Section 5.20
Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in
the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and
any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.


 


Section 5.21
Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated
by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included
in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration
Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


Section 5.22
Taxes. The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns required
to be filed through the Execution Date or have requested extensions thereof (except where the failure to file would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except
for cases in which the failure to file or pay would not reasonably be expected to have a Material Adverse Effect, or, except as currently
being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company), and
no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which have had a Material Adverse Effect, nor
does the Company have any notice or Knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the
Company or any of its Subsidiaries and which would reasonably be expected to have a Material Adverse Effect.


 






    13


     


    

 


Section 5.23
Insurance. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its
Subsidiaries maintain insurance with insurers in such amounts and against such risks as the management of the Company has in good faith
determined to be prudent and appropriate, and all material insurance policies maintained by or for the benefit of the Company or any of
its Subsidiaries are in full force and effect.


 


Section 5.24 Exemption
from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein by the
Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the
registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of
Regulation D; provided, however, that at the request of and with the express agreements of the Investor
(including, without limitation, the representations, warranties and covenants of Investor set forth in Section 4.9
through 4.13), the Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this
Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear legends noting restrictions as to
resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer
instructions.


 


Section 5.25
No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Shares.


 


Section 5.26
No Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on 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 require registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Shares to require approval of stockholders of the Company under any applicable stockholder
approval provisions, including, without limitation, under the rules and regulations of the Trading Market. None of the Company, its Subsidiaries,
their Affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would
require registration of the issuance of any of the Shares under the Securities Act or cause the offering of any of the Shares to be integrated
with other offerings.


 


Section 5.27
Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing
stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that
its obligation to issue the Shares to be purchased by the Investor pursuant to a Purchase is, upon the Company’s delivery to the
Investor of a Purchase Notice for a Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such
Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders
of the Company.


 


Section 5.28
Manipulation of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge
of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to cause
or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which
would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the
Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during the
term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement,
take any of the actions referred to in the immediately preceding sentence.


 


Section 5.29 Listing
and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) 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. The Company has not received notice from the Trading Market to the effect that the
Company is not in compliance with the listing or maintenance requirements of the Trading Market. The Common Stock is eligible for
participation in the DTC book entry system and has shares on deposit at DTC for transferred electronically to third parties via DTC
through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice
from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic
trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.


 






    14


     


    

 


Section 5.30
OFAC. Neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge, any director, officer,
employee, agent, Affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United
Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
Crimea, Cuba, Iran, North Korea, Sudan and Syria). Neither the Company nor any of its Subsidiaries will knowingly, directly or indirectly,
use the proceeds from the sale of Shares under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary,
joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country
or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that will
result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor,
investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries have knowingly engaged in, or are now
knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or
transaction is or was the subject of Sanctions.


 


Section 5.31
Information Technology; Compliance with Data Privacy Laws. (i)(x) To the knowledge of Company, there has been no security
breach or other compromise of any of the Company’s information technology and computer systems, networks, hardware, Software, data,
equipment or technology (collectively, “IT Systems and Data”) that would result in a Material Adverse Effect
and (y) the Company has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to
result in, any security breach or other compromise to their IT Systems and Data that would result in a Material Adverse Effect; (ii) the
Company is presently in material 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification,
except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the
Company has implemented backup and disaster recovery technology consistent with industry standards and practices.


 


Section 5.32 Acknowledgement Regarding
Investor’s Acquisition of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by the Transaction Documents.
The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice given by the
Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s acquisition of
the Shares. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents
to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company and
its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties
with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV.


 


Section 5.33
No Other Representations and Warranties. Except for the specific representations and warranties contained in this Article V
and in any certificate or agreement delivered pursuant hereto, the Company has not made, does not make or shall be deemed to make any
other express or implied representation or warranty with respect to the Company or the offering of Shares hereunder, and the Company disclaims
any such representation or warranty.


 






    15


     


    

 


Article VI

ADDITIONAL COVENANTS


 


The Company covenants with
the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Commitment Period (and with respect to the Company, for the period following the termination of this Agreement specified in
Section 8.3 pursuant to and in accordance with Section 8.3):


 


Section 6.1
Securities Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance
with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary
action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the
Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.


 


Section 6.2 Reservation
of Common Stock. The Company has available and the Company shall reserve and keep available at all times, free of preemptive
and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common Stock to enable
the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each
Purchase effected under this Agreement, at least prior to the delivery by the Company to the Investor of the applicable Purchase
Notice in connection with such Purchase. Without limiting the generality of the foregoing, as of the Commencement Date the Company
shall have reserved, out of its authorized and unissued Common Stock, a number of shares of Common Stock equal to the Exchange Cap
solely for the purpose of effecting Purchases under this Agreement. The number of shares of Common Stock so reserved for the purpose
of effecting Purchases under this Agreement may be increased from time to time by the Company from and after the Commencement Date,
and such number of reserved shares may be reduced from and after the Commencement Date only by the number of Shares actually issued,
sold and delivered to the Investor pursuant to any Purchase effected from and after the Commencement Date pursuant to this
Agreement.


 


Section 6.3
Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue
to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations
under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange
Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act
or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading
of its Common Stock and the listing of the Shares purchased by the Investor hereunder on the Trading Market and to comply with the Company’s
reporting, filing and other obligations under the rules and regulations of the Trading Market. The Company shall not take any action which
could be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading Market. If the Company receives
any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated
on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall
use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another Eligible Market.


 


Section 6.4
Compliance with Laws.


 


(i)
During the Commitment Period, the Company shall comply with applicable provisions of the Securities Act and the Exchange Act, including
Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Trading Market
or Eligible Market, in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement, except as
would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Company to enter into and perform
its obligations under this Agreement in any material respect or for Investor to conduct resales of Shares under the Registration Statement
in any material respect.


 


(ii)   
The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under
this Agreement and its investment in the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere
with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting
the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation
M thereunder, and all applicable state securities or “Blue Sky” laws, in connection with the transactions contemplated by
this Agreement and the Registration Rights Agreement.


 






    16


     


    

 


Section 6.5
Keeping of Records and Books of Account; Due Diligence.


 


(i)
The Investor and the Company shall each maintain records showing the remaining Total Commitment, and the dates and Purchase Notice
for each Purchase.


 


(ii)
 Subject to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall
make available for inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation
reasonably requested by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that
after the Closing Date, the Investor’s continued due diligence shall not be a condition precedent to the Company’s right to
deliver to the Investor any Purchase Notice or the settlement thereof. Each party hereto agrees not to disclose any Confidential Information
of the other party to any third party without the prior written consent of the other party. Each party hereto acknowledges that the Confidential
Information shall remain the property of the disclosing party and agrees that it shall take all necessary measures to protect the secrecy
of any Confidential Information disclosed by the other party.


 


Section 6.6
No Frustration; No Variable Rate Transactions.


 


(i)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would materially restrict, delay, conflict with or impair the ability or right of the
Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation
of the Company to deliver the Shares to the Investor in respect of a Purchase. For the avoidance of doubt, nothing in this Section 6.6(i)
shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all
cases to Section 8.3).


 


(ii)   No Equity Line Transactions. Until the termination of this Agreement, the Company shall not enter into any transactions,
including, but not limited to, an “equity line of credit” or other continuous offering or indirect primary offering or similar
offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future
determined price. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such
issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without
any bond or other security being required. For the avoidance of doubt, and notwithstanding anything to the contrary set forth in this
Agreement, the Company shall be permitted to enter into one or more subscription agreements or securities purchase agreements with certain
investors pursuant to which such investors commit to purchase securities of the Company in a private placement or other financing to be
consummated simultaneously with the Merger Closing.


 


Section 6.7
Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of
the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement
shall be deemed to prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt,
nothing in this Section 6.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with
Section 8.2 (subject in all cases to Section 8.3).


 


Section 6.8 Fundamental
Transaction. If a Purchase Notice has been delivered to the Investor and the transactions contemplated therein have not yet
been fully settled in accordance with the terms and conditions of this Agreement, the Company shall not effect any Fundamental
Transaction until the expiration of five (5) Trading Days following the Valuation Period for the applicable Purchase
Notice.


 






    17


     


    

 


Section 6.9
Selling Restrictions.


 


(i)
Except as expressly set forth below, the Investor covenants that from and after the Execution Date up to and including the Trading
Day immediately following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted
Period”), none of the Investor, any of their respective officers, or any entity managed or controlled by the Investor or
its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a
“Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of the Common Stock or
(ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses
(i) and (ii) hereof, either for its own account or for the account of any other person.


 


(ii)
In addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above),
the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the
requirements of the Securities Act and the Exchange Act.


 


Section 6.10
Effective Registration Statement. During the Commitment Period, the Company shall use its commercially reasonable efforts
to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission
under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.


 


Section 6.11
Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption
for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the
Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue
Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.


 


Section 6.12 Non-Public Information.
Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall disclose
any material non-public information about the Company to the Investor, unless a simultaneous public announcement thereof
is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the
Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the
Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed to
demonstrate to the Investor in writing within 24 hours that such information does not constitute
material, non-public information or the Company shall have failed to publicly disclose such
material, non-public information within 24 hours following demand therefor by the Investor, in addition to any other
remedy provided herein or in the other Transaction Documents, if the Investor is holding any Shares at the time of the disclosure of
material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press
release, public advertisement or otherwise, of such material, non-public information without the prior approval by the
Company, any of its Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall not have
any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or
agents, for any such disclosure.


 


Section 6.13
Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that
it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be a
DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide the Company
and the Transfer Agent with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely
responsible for all fees and commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees and commissions
and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.


 






    18


     


    

 


Section 6.14
Disclosure Schedule.


 


(i)
The Company may, from time to time, update a disclosure schedule (the “Disclosure Schedule”) as may be required to
satisfy the conditions set forth in Section 7.2(i) and Section 7.3(i) (to the extent such condition set forth
in Section 7.3(i) relates to the condition in Section 7.2(i) as of a specific Purchase Condition Satisfaction
Time). For purposes of this Section 6.14, any disclosure made in a schedule to the Compliance Certificate shall be deemed
to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule
pursuant to this Section 6.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement
and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.


 


(ii)   
Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure
contained in any section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section
of the Disclosure Schedule as though fully set forth in such section for which applicability of such information and disclosure is readily
apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that
such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and
the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used
as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.


 


Section 6.15 Delivery
of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days
immediately following (i) the end of each PEA Period, if the Company is required under the Securities Act to file with the
Commission (A) a post-effective amendment to the Initial Registration Statement required to be filed by the Company with the
Commission pursuant to Section 2(a) of the Registration Rights Agreement, (B) a New Registration Statement required to be
filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a
post-effective amendment to a New Registration Statement required to be filed by the Company with the Commission pursuant to
Section 2(c) of the Registration Rights Agreement, in each case with respect to a fiscal year ending after the Commencement
Date, to register the resale of Shares by the Investor under the Securities Act pursuant to this Agreement and the Registration
Rights Agreement, and (ii) the date the Company files with the Commission (A) a Prospectus Supplement to the Prospectus
contained in the Initial Registration Statement or any New Registration Statement under the Securities Act, (B) an annual
report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, (C) an
amendment on Form 10-K/A to an annual report on Form 10-K under the Exchange Act with respect to a fiscal year
ending after the Commencement Date, which contains amended material financial information (or a restatement of material financial
information) or an amendment to other material information contained in a previously filed Form 10-K, and (D) a
Commission Document under the Exchange Act (other than those referred to in clauses (ii)(A) and (ii)(B) of this Section 6.15),
which contains amended material financial information (or a restatement of material financial information) or an amendment to other
material information contained or incorporated by reference in the Initial Registration Statement, any New Registration Statement,
or the Prospectus or any Prospectus Supplement contained in the Initial Registration Statement or any New Registration Statement (it
being hereby acknowledged and agreed that the filing by the Company with the Commission of a quarterly report on
Form 10-Q that includes only updated financial information as of the end of the Company’s most recent fiscal quarter
shall not, in and of itself, constitute an “amendment” or “restatement” for purposes of clause (ii) of
this Section 6.15), in each case of this clause (ii) if the Company is not also then required under the Securities
Act to file a post-effective amendment to the Initial Registration Statement, any New Registration Statement or a post-effective
amendment to any New Registration Statement, in each case with respect to a fiscal year ending after the Commencement Date, to
register the resale of Shares by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights
Agreement, and in any case of this clause (ii), not more than once per calendar quarter, the Company shall deliver to the Investor a
Compliance Certificate, dated such date, and (II) cause to be furnished to the Investor an opinion “bring-down”
from outside counsel to the Company substantially in the form mutually agreed to by the Company and the Investor prior to the
Execution Date, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the Prospectus
contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (each such opinion, a
“Bring-Down Opinion”) and (III) cause to be furnished to the Investor a comfort letter
“bring-down” from the independent registered public accountants of the Company, modified, as necessary, to relate to
such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such
Prospectus Supplement, as applicable.


 






    19


     


    

 


Article VII




 CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND PURCHASE OF 

THE SHARES


 


Section 7.1
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this
Section 7.1 on the Closing Date.


 


(i)
Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor
contained in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects
as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in
which case, such representations and warranties shall be true and correct as of such other date.


 


(ii)   Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company
contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall
be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of
another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date
and (b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of
the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct as of such other date.


 


(iii)  Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement
executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and
delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions
of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the
Execution Date, and (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto.


 


Section 7.2
Conditions Precedent to Commencement. The right of the Company to commence delivering Purchase Notices under this Agreement,
and the obligation of the Investor to accept Purchase Notices delivered to the Investor by the Company under this Agreement (collectively,
“Commencement”), are subject to the initial satisfaction of each of the conditions set forth in this Section 7.2,
with the date upon which all such conditions have been satisfied referred to herein as the “Commencement Date.”


 


(i) Accuracy of the
Company’s Representations and Warranties. The representations and warranties of the Company contained in this
Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true
and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date
with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another
date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date
and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and
correct when made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date,
except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
shall be true and correct as of such other date.


 






    20


     


    

 


(ii)
Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or
complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance
certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).


 


(iii)
Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor
of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of
the Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall
be permitted to utilize the Prospectus therein to resell all of the Shares included in such Prospectus.


 


(iv) No Material
Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the
Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration
Statement, the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the
Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial
Registration Statement or prohibiting or suspending the use of the Prospectus contained therein or any Prospectus Supplement
thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering or sale in any
jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any
event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial
Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the making of
any additions to or changes to the statements then made in the Initial Registration Statement, the Prospectus contained therein or
any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary
in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the
circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or a
supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any other
law. The Company shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension
of the effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus contained
therein or any Prospectus Supplement thereto in connection with the resale of the Registrable Shares by the Investor.


 


(v)
Other Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section 2.3.
The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior to Commencement in
accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements
of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior
to Commencement shall have been filed with the Commission.


 


(vi)
No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been
suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the
Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice
that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such date
certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction
on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock
that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting
additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed
or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined
not to impose any such suspension or restriction).


 






    21


     


    

 


(vii)
Compliance with Laws. The Company shall have complied in all material respects with all applicable federal, state
and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement
and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including,
without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue
Sky” laws for the offer and sale of the Shares by the Company to the Investor and the subsequent resale of the Registrable Securities
by the Investor (or shall have the availability of exemptions therefrom).


 


(viii)
No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


 


(ix) No Proceedings
or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been
commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company or any
Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change
the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.


 


(x)
Listing of Shares. All of the Shares that have been and may be issued pursuant to this Agreement shall have been
approved for listing or quotation on the Trading Market as of the Commencement Date, subject only to notice of issuance.


 


(xi)
No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect
shall have occurred and be continuing.


 


(xii)  No
Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of
any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a
voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the
appointment of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for
the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law
that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or
substantially all of its property, or (III) orders the liquidation of the Company or any of its Subsidiaries.


 


(xiii)
Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable
Transfer Agent Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Company’s
transfer agent, and the Notice of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s
outside counsel and delivered to the Transfer Agent, in each case directing the Transfer Agent to issue to the Investor or its designated
Broker-Dealer all of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this Agreement and the
Registration Rights Agreement.


 


(xiv)
Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued
Common Stock a number of shares of Common Stock equal to the Exchange Cap solely for the purpose of effecting Purchases under this Agreement.


 


(xv)
Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the opinions and negative
assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor
prior to the Execution Date.


 






    22


     


    

 


(xvi) Comfort Letter
of Independent Accuntants. On the Commencement Date, the Investor shall have received from the independent registered
chartered professional accountants for the Company, a letter dated the Commencement Date addressed to the Investor, in form and
substance reasonably satisfactory to the Investor with respect to the audited and unaudited financial statements and certain
financial information contained in the Registration Statement and the Prospectus, and any Prospectus Supplement, except that the
specific date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the
Commencement Date.


 


Section 7.3
Conditions Precedent to Purchases after Commencement Date. The right of the Company to deliver Purchase Notices under
this Agreement after the Commencement Date, and the obligation of the Investor to accept Purchase Notices under this Agreement after the
Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 7.3 at the applicable
Purchase Commencement Time for the Purchase to be effected pursuant to the applicable Purchase Notice timely delivered by the Company
to the Investor in accordance with this Agreement (each such time, a “Purchase Condition Satisfaction Time”).


 


(i)
Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through
(xiv) set forth in Section 7.2 shall be satisfied at the applicable Purchase Condition Satisfaction Time after the Commencement
Date (with the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and
(ii) of Section 7.2 replaced with “applicable Purchase Condition Satisfaction Time”); provided, however,
that the Company shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.15
and Section 7.3(v).


 


(ii)  Initial
Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable
Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights
Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement
Date and prior to the applicable Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared
effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period (as defined
in the Registration Rights Agreement), and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus
Supplement thereto, to resell all of the Shares included in the Initial Registration Statement, and any post-effective amendment
thereto, that have been issued and sold to the Investor hereunder pursuant to all Purchase Notices delivered by the Company to the
Investor prior to such applicable Purchase Date and (c) all of the Shares included in the Initial Registration Statement, and
any post-effective amendment thereto, that are issuable pursuant to the applicable Purchase Notice delivered by the Company to the
Investor with respect to a Purchase to be effected hereunder on such applicable Purchase Date.


 






    23


     


    

 






 


(iii) Any
Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable
Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant
to the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date, in each case shall have been
declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the
Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all of the Shares
included in such New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor
hereunder pursuant to all Purchase Notices delivered by the Company to the Investor prior to such applicable Purchase Date and (b) all
of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the
applicable Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable
Purchase Date.


 


(iv) Delivery
of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment
to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement,
in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused to be delivered
to the Transfer Agent (a) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent
Instructions executed by the Company and acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each
case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities included
therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration
Rights Agreement.


 


(v) No
Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission
or any other federal or state governmental authority for any additional information relating to the Initial Registration Statement or
any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained
in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement
or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained
in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto,
any New Registration Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained
in any of the foregoing or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of
the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;
or (c) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact
made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective
amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the
making of any additions to or changes to the statements then made in the Initial Registration Statement or any post-effective amendment
thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or
any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in
order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances
under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or any post-effective
amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing
or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other than the transactions contemplated by the
applicable Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable
Purchase Date and the settlement thereof). The Company shall have no Knowledge of any event that could reasonably be expected to have
the effect of causing the suspension of the effectiveness of the Initial Registration Statement or any post-effective amendment thereto,
any New Registration Statement or any post-effective amendment thereto, or the prohibition or suspension of the use of the Prospectus
contained in any of the foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by
the Investor.


 






    24


     


    

 


(vi) Other
Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration Statement, and any
Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration
Rights Agreement after the Commencement Date and prior to the applicable Purchase Date, shall have been filed with the Commission in accordance
with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration Statement and
in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission
pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase
Date, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. All
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with
the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant
to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable Purchase Date, shall have
been filed with the Commission.


 


(vii) No
Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by
the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company, which
suspension shall be terminated prior to the applicable Purchase Date), the Company shall not have received any final and non-appealable notice
that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such date
certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction
on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock
that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting
additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed
or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined
not to impose any such suspension or restriction).


 


(viii) Certain
Limitations. The issuance and sale of the Shares issuable pursuant to the applicable Purchase Notice shall not (a) exceed
the applicable Purchase Notice Limit, (b) cause the Beneficial Ownership Limitation to be exceeded, or (c) cause the Exchange
Cap (if applicable under Section 3.3) to be exceeded, unless, in the case of this clause (c), the Company’s stockholders
have theretofore approved the issuance of Common Stock under this Agreement in excess of the Exchange Cap in accordance with the applicable
rules of the Trading Market.


 


(ix) Shares
Authorized and Delivered. All of the Shares issuable pursuant to the applicable Purchase Notice shall have been duly authorized
by all necessary corporate action of the Company. All Shares relating to all prior Purchase Notices required to have been received by
the Investor as DWAC Shares under this Agreement prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase
shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.


 


(x) Bring-Down
Opinions of Company Counsel, Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have received (a) all
Bring-Down Opinions from outside counsel to the Company for which the Company was obligated to instruct its outside counsel to deliver
to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, (b) all bring-down comfort
letters provided by the Company’s auditors and delivered to the Investor prior to the applicable Purchase Condition Satisfaction
Time for the applicable Purchase and (c) all Compliance Certificates from the Company that the Company was obligated to deliver to
the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, in each case in accordance with
Section 6.15.


 






    25


     


    

 


Article VIII

TERMINATION


 


Section 8.1 Automatic
Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to
occur of (i) December 31, 2024 (ii) the date on which the Investor shall have purchased the Total Commitment worth of
Shares pursuant to this Agreement, (iii) the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company
commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for
all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.


 


Section 8.2 Other
Termination.


 


(a) Subject to Section 8.3,
this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written
consent unless otherwise provided in such written consent.


 


(b) Subject to Section 8.3,
the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written
notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company
shall have paid the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement
prior to such termination (provided that the Company shall have the right to terminate this Agreement pursuant to this sentence without
payment of any Commitment Shares, and any such payment made prior to such termination shall be cancelled and repaid to the Company, in
the event of a breach by Investor in any material respect of any of its covenants and agreements under this Agreement or the Registration
Rights Agreement), and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to
such termination, the Company shall reasonably consult with the Investor and its counsel on the form and substance of such press release
or other disclosure.


 


(c) Subject to Section 8.3,
the Company shall have the right to terminate this Agreement effective upon three (3) Trading Days’ prior written notice to
the Investor in accordance with Section 10.4, if: the Investor is in breach or default in any material respect of any of
its covenants and agreements under this Agreement or the Registration Rights Agreement, and, if such breach or default is capable of
being cured, such breach or default is not cured within 15 Trading Days after notice of such breach or default is delivered to the Investor
pursuant to Section 10.4 of this Agreement. For the avoidance of doubt, in the event the Company terminates this Agreement
pursuant to this Section 8.2(c) on or prior to the Merger Closing Date, the Company shall be under no obligation under Section 10.1(ii)
to issue any Commitment Shares to the Investor.


 






    26


     


    

 


(d) Subject to Section 8.3,
the Investor shall have the right to terminate this Agreement effective upon three (3) Trading Days’ prior written notice
to the Company in accordance with Section 10.4, if: (a) any condition, occurrence, state of facts or event constituting
a Material Adverse Effect has occurred and is continuing; (b) a Fundamental Transaction shall have occurred; (c) the Company
is in breach or default in any material respect of any of its covenants and agreements the Registration Rights Agreement, and, if such
breach or default is capable of being cured, such breach or default is not cured within 15 Trading Days after notice of such breach or
default is delivered to the Company pursuant to Section 10.4 of this Agreement; (d) while a Registration Statement,
or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement
and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective amendment
thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration Statement
or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable
to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of 45 consecutive Trading Days or for more than an aggregate
of 90 Trading Days in any 365-day period, other than due to acts of the Investor; (e) trading in the Common Stock on the
Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall
have been suspended and such suspension continues for a period of five (5) consecutive Trading Days; or (f) the Company is
in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable
of being cured, such breach or default is not cured within 15 Trading Days after notice of such breach or default is delivered to the
Company pursuant to Section 10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in
which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event
later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated
by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible
Market, under the applicable rules and regulations of such Eligible Market), the Company shall publicly disclose such information in
accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or such Eligible Market, as applicable))
upon becoming aware of any of the events set forth in the immediately preceding sentence.


 


Section 8.3 Effect
of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2,
written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated
by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1
or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions
of Article V (Representations, Warranties and Covenants of the Company), Article X (Miscellaneous) and this Article VIII
(Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the
Investor owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall
remain in full force and notwithstanding such termination for a period of thirty (30) days following such termination. Notwithstanding
anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the
second (2nd) Trading Day immediately following the Valuation Period for the applicable Purchase Notice (it being hereby
acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s
or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Purchase that has not fully
settled, and that the parties shall fully perform their respective obligations with respect to any such pending Purchase under the Transaction
Documents), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations
under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) subject to Section 8.2(c),
affect the Commitment Shares payable to the Investor pursuant to Section 10.1(ii), it being hereby acknowledged and agreed
that the entire amount of the Commitment Shares shall be fully earned by the Investor and shall be non-refundable as of the
Merger Closing Date, regardless of whether any Purchases are made or settled hereunder or any subsequent termination of this Agreement.
Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default
under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair
the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement,
the Registration Rights Agreement or any of the other Transaction Documents to which it is a party.


 






    27


     


    

 


Article IX

[RESERVED]


 


Article X

MISCELLANEOUS


 


Section 10.1 Certain
Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.


 


(i) Certain Fees and
Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. The Company
shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with issuance
of the Shares pursuant hereto.


 


(ii) Commitment Shares.
Subject to Section 8.2(c), in consideration for the Investor’s execution and delivery of this Agreement, the Company
shall issue the Commitment Shares to the Investor or its designee (in which case such designee name shall have been provided by the Investor
to the Company in writing prior to the Closing Date) on the Merger Closing Date, which issuance shall be evidenced by one or more book-entry
statement(s) reflecting the Commitment Shares in the name of the Investor or its designee. Such book-entry statement(s) shall
be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance pursuant to this
Section 10.1(ii), the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under
the Securities Act and, subject to the provisions of Section 10.1(iii), the book-entry statement(s) reflecting the Commitment
Shares shall bear the restrictive legend set forth below in Section 10.1(iii). The Commitment Shares shall constitute Registrable
Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included
therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement
and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the
Registration Rights Agreement.


 


(iii) Irrevocable Transfer
Agent Instructions; Notice of Effectiveness. On the Effective Date of the Initial Registration Statement and prior to Commencement,
the Company shall deliver or cause to be delivered to its Transfer Agent (and thereafter, shall deliver or cause to be delivered to any
subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and acknowledged in writing by the
Company’s transfer agent (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the
notice of effectiveness in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”)
relating to the Initial Registration Statement executed by the Company’s outside counsel, in each case directing the Transfer Agent
to issue to the Investor or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased
by Investor are maintained any Registrable Securities included in the Initial Registration Statement as DWAC Shares, if and when such
Registrable Securities are issued in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective
amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration
Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered
to its Transfer Agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable
instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and
acknowledged in writing by the Transfer Agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer
to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable
Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. For
the avoidance of doubt, all Shares to be issued in respect of any Purchase Notice delivered to the Investor pursuant to this Agreement
shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s account at DTC as DWAC Shares,
and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise. The Company represents
and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(iii)
will be given by the Company to its Transfer Agent, or any successor transfer agent of the Company, with respect to the Shares from
and after Commencement, and the Registrable Securities covered by the Initial Registration Statement or any post-effective amendment
thereof, or any New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable
on the books and records of the Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company
agrees that if the Company fails to fully comply with the provisions of this Section 10.1(iii) within three (3) Trading
Days after the date on which the Investor has provided any deliverables that the Investor may be required to provide to the Company or
its Transfer Agent (if any), the Company shall, at the Investor’s written instruction, purchase from the Investor all shares of
Common Stock purchased or acquired by the Investor pursuant to this Agreement that contain any restrictive legend or that have any stop
transfer orders maintained that prohibit or impede the transfer thereof in any respect at the greater of (i) the purchase price
paid by the Investor for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the
date of the Investor’s written instruction.


 


Section 10.2 Specific
Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.


 


(i) The Company and the
Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically
the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required),
this being in addition to any other remedy to which either party may be entitled by law or equity.


 






    28


     


    

 


(ii) Each of the Company
and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of the United States
sitting in the State of Delaware for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and
(b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding
by mailing a copy thereof 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 in this Section 10.2 shall affect or
limit any right to serve process in any other manner permitted by law.


 


(iii) EACH OF THE COMPANY
AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.2.


 


Section 10.3 Entire
Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral
and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative
to subject matter hereof not expressly set forth in the Transaction Documents. All exhibits to this Agreement are hereby incorporated
by reference in, and made a part of, this Agreement as if set forth in full herein.


 


Section 10.4 Notices.
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The address for such communications shall be:


 


If to the Company:


 


Nukkleus Inc.

525 Washington Blvd.

Jersey City, New Jersey 07310

Email: eassentato@nukk.com

Attention: Emil Assentato



 






    29


     


    

 


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


 


ArentFox Schiff LLP

1185 Avenue of the Americas, Suite 3000

New York, NY 10036

Attention: Ralph De Martino

E-mail: ralph.demartino@afslaw.com


 


If to the Investor:


 


White Lion Capital, LLC

17631 Ventura Blvd., Suite 1008

Encino, CA 91316

Telephone Number: (818) 217-1706

Email: team@whitelioncapital.com


 


Either party hereto may from time to time change
its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other
party hereto.


 


Section 10.5 Waivers.
No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading Day immediately preceding
the filing of the Initial Registration Statement with the Commission in a manner that is expressly inconsistent with such Initial Registration
Statement. Subject to the immediately preceding sentence, no provision of this Agreement may be waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercises thereof or of any other right, power or privilege.


 


Section 10.6 Amendments.
No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading Day immediately preceding
the filing of the Initial Registration Statement with the Commission in a manner that is expressly inconsistent with such Initial Registration
Statement. Subject to the immediately preceding sentence, no provision of this Agreement may be amended other than by a written instrument
signed by both parties hereto.


 


Section 10.7 Headings.
The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement
for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise,
each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without
limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this
entire Agreement instead of just the provision in which they are found.


 






    30


     


    

 


Section 10.8 Construction.
The parties agree that each of them and their respective counsel has 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. In addition, each and every reference to share prices (including
the Floor Price) and number of shares of Common Stock in any Transaction Document shall, in all cases, be subject to adjustment for any
stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar transactions that occur on or
after the Execution Date. Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency
of the United States of America. Any references to “Section” or “Article” in this Agreement shall, unless otherwise
expressly stated herein, refer to the applicable Section or Article of this Agreement.


 


Section 10.9 Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.
Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder to any Person.


 


Section 10.10 No
Third-Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit
of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.


 


Section 10.11 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of the
State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of
any other jurisdiction.


 


Section 10.12 Survival.
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the
execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions of Article VIII
(Termination) and this Article X (Miscellaneous) shall remain in full force and effect indefinitely for the longest period
allowed under applicable laws notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants
and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shall remain in full force
and effect notwithstanding such termination for a period of thirty (30) days following such termination.


 


Section 10.13 Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “pdf” format data file, including any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 






    31


     


    

 


Section 10.14 Publicity.
The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall reasonably consult
with the Investor and its counsel on the form and substance of, and shall give reasonable consideration to all such comments from the
Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating
to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to
the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review
any such disclosure (i) contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously
provided the same disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus
Supplement if it contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents
or the transactions contemplated thereby.


 


Section 10.15 Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.


 


Section 10.16 Further
Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor
shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


 


[Signature Pages Follow]


 




    32


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officer as of the Execution Date.


 


	 	Nukkleus Inc.
	 	 
	 	By:	/s/ Emil Assentato
	 	Name: Emil Assentato
	 	Title: Chief Executive Officer
	 	 
	 	WHITE LION CAPITAL, LLC
	 	 
	 	By:	/s/ Nathan Yee
	 	Name: Nathan Yee
	 	Title: Managing Member



 




    33


     


    

 


ANNEX I TO THE


 


COMMON STOCK PURCHASE
AGREEMENT


 


DEFINITIONS


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with a Person, as such terms are used in and construed under Rule 144.


 


“Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Average Daily
Trading Volume” shall mean the median daily trading volume of the Company’s Common Stock over the most recent five
(5) Trading Days prior to the respective Purchase Date, as reported by Bloomberg.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar U.S. federal or state law for the relief of debtors.


 


“Beneficial Ownership
Limitation” shall have the meaning assigned to such term in Section 3.4.


 


“Bloomberg”
means Bloomberg, L.P.


 


“Bring-Down Opinion”
shall have the meaning assigned to such term in Section 6.15.


 


“Broker-Dealer”
shall have the meaning assigned to such term in Section 6.13.


 


“Business Day”
means any Trading Day.


 


“Bylaws”
shall have the meaning assigned to such term in Section 5.3.


 


“Charter”
shall have the meaning assigned to such term in Section 5.3.


 


“Closing”
shall have the meaning assigned to such term in Section 2.2.


 


“Closing Date”
means the Execution Date.


 


“Closing Sale
Price” means, for the Common Stock as of any date, the last closing trade price for the Common Stock on the Trading Market,
as reported by Bloomberg, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade
price for the Common Stock, then the last traded price for the Common Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg.
All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or
other similar transactions during such period.


 


“Commencement”
shall have the meaning assigned to such term in Section 7.2.


 






    1


     


    

 


“Commencement
Date” shall have the meaning assigned to such term in Section 7.2.


 


“Commencement
Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iv).


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


“Commission Documents”
shall mean (i) with respect to any date prior to the Commencement Date, the Company’s registration statement on Form S-4
initially filed with the Commission on April 15, 2022, including any related prospectus or prospectuses, as amended, including the financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein together and (ii) with respect
to the Commencement Date and any date thereafter, each effective Registration Statement, as amended, the Prospectus contained therein
and each Prospectus Supplement thereto and all information contained in such filings and all documents and disclosures that have been
or are deemed to be incorporated by reference therein.


 


“Commitment Period”
means the period commencing on the Effective Date of the Initial Registration Statement and expiring on the date this Agreement is terminated
pursuant to Article VIII.


 


“Commitment Shares”
means a number of duly authorized, validly issued, fully paid and non-assessable Shares equal to the quotient obtained by dividing (i) $750,000
and (ii) the Closing Sale Price of the Common Stock on the Merger Closing Date.


 


“Common Stock”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Common Stock
Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any
time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants 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”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Compliance Certificate”
shall have the meaning assigned to such term in Section 7.2(ii).


 


“Confidential
Information” means non-public proprietary and confidential information and materials a party, which proprietary and confidential
information and material is not generally known or available to the public or other third parties on a nonconfidential basis.


 


“Contract”
means any written or oral legally binding contract, agreement, understanding, arrangement, subcontract, loan or credit agreement, note,
bond, indenture, mortgage, purchase order, deed of trust, lease, sublease, instrument, or other legally binding commitment, obligation
or undertaking.


 






    2


     


    

 


“Current Report”
shall have the meaning assigned to such term in Section 2.3.


 


“Custodian”
shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall have the meaning assigned to such term in Section 9.1.


 


“DTC”
means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.


 


“DWAC”
shall have the meaning assigned to such term in Section 5.32.


 


“DWAC Shares”
means shares of Common Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable
and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof and
(iii) timely credited by the Company to the Investor’s or its designated Broker-Dealer at which the account or accounts to
be credited with the Shares being purchased by Investor are maintained specified DWAC account with DTC under its Fast Automated Securities
Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


“Effective Date”
means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or
any post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights
Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effective
amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by the Commission.


 


“Eligible Market”
means The Nasdaq Global Market, The Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange or the NYSE American
(or any nationally recognized successor to any of the foregoing).


 


“Encumbrance”
means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, covenant, condition, restriction, easement, charge,
right of first refusal or first offer, or other restriction on title or transfer of any nature whatsoever.


 


“Environmental
Law” means any statute, law, ordinance, regulation, rule or code concerning or relating to: (i) the protection of the
environment or natural resources or, as such relates to exposure to Hazardous Materials, human health and safety (including workplace
and industrial hygiene); (ii) the presence, Release, generation, use, management, handling, transportation, treatment, storage or disposal
of Hazardous Materials; (iii) noise or odor including, without limitation, in the United States, the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. 1251, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 5101; the Safe Drinking Water Act, 42 U.S.C.
300f, et seq.; as it relates to exposure to Hazardous Materials, the Occupational Safety and Health Act, 29 U.S.C. 651, et seq.; the Emergency
Planning and Community Right to Know Act of 1986, 42 U.S.C. 11001, et seq.; the Atomic Energy Act, 42 U.S.C. 2014, et seq.; the Endangered
Species Act, 16 U.S.C. 1531, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136, et seq.; the Clean Air Act,
42 U.S.C. 7401, et seq.; and the state and local analogues of each of the foregoing federal statutes.


 






    3


     


    

 


“Environmental
Permit” means any Permit, approval, identification number, registration, exemption or license required pursuant to any applicable
Environmental Law.


 


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


 


“Exchange Cap”
shall have the meaning assigned to such term in Section 3.3(a) hereof.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Floor Price”
means $1.00, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split
or other similar transaction that occurs after the Merger Closing Date and, effective upon the consummation of any such reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction, the “Floor Price” shall mean the
lower of (i) such adjusted price and (ii) $1.00.


 


“Fundamental Transaction”
means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with
or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s
capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power
of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange
offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares
of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such
other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is
or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.


 


“GAAP”
shall have the meaning assigned to such term in Section 5.6(b).


 






    4


     


    

 


“Hazardous Material”
means any substance, material, or other matter regulated as toxic or hazardous, or as a contaminant or for which standards are imposed,
by any governmental authority because of its deleterious impact on the environment including but not limited to petroleum and petroleum
byproduct and distillates, asbestos and asbestos-containing materials, urea formaldehyde, polychlorinated biphenyls, mold, radon gas,
radioactive substances, and poly- and perfluoroalkyl substances.


 


“Initial Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Intellectual
Property” means all intellectual property and intellectual property rights of every kind and description throughout the
world, including all U.S. and non-U.S.: (a) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights,
names, corporate names, trade names, Internet domain names, URLs, social media accounts and addresses and other similar designations of
source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Marks”); (b)
patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues,
reexaminations, substitutions and extensions thereof (collectively, “Patents”); (c) copyrights and copyrightable
subject matter, including databases, data collections (including knowledge databases, customers lists and customer databases) and rights
therein, web site content, rights to compilations, collective works and derivative works, and the right to create collective and derivative
works (collectively, “Copyrights”); (d) rights in Software; (e) rights under applicable trade secret law
and any and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies
including research in progress, algorithms, data, databases, data collections, designs, processes, formulae, drawings, schematics, blueprints,
flow charts, models, strategies, prototypes, techniques, source code, source code documentation, beta testing procedures and beta testing
results (collectively, “Trade Secrets”); (f) all applications and registrations, renewals and extensions for
the foregoing; and (g) all rights and remedies against past, present, and future infringement, misappropriation or other violation
thereof.


 


“Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Investor Party”
shall have the meaning assigned to such term in Section 9.1.


 


“IT Systems and
Data” shall have the meaning assigned to such term in Section 5.34.


 


“Knowledge”
means the actual knowledge of the Company’s Chief Executive Officer, the Company’s President, and the Company’s Chief
Financial Officer, in each case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries
who would reasonably be expected to have knowledge or information with respect to the matter in question.


 






    5


     


    

 


“Material Adverse
Effect” means (i) any effect, change, development, condition, occurrence, state of facts or event having, or insofar
as reasonably can be foreseen would be likely to have, any material adverse effect on the legality, validity or enforceability of the
Transaction Documents or the transactions contemplated thereby, (ii) any effect, change, development, condition, occurrence, state
of facts or event having, or insofar as reasonably can be foreseen would be likely to have, any effect on the business, operations, properties
or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any
effect, change, development, condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would
be likely to, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under
any of the Transaction Documents to which it is a party; provided, however, that with respect to clause (ii), in no event would
any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account
in determining whether there has been or will be, a “Material Adverse Effect” (except in the case of clause
(a), (b), (d) and (f), in each case, to the extent that such event, change, circumstance or development disproportionately affects the
Company and its Subsidiaries, taken as a whole, as compared to other Persons operating in any of the industries in which the Company or
any of its Subsidiaries operates): (a) any change or development after the Execution Date in applicable laws or GAAP or any official interpretation
thereof, (b) any change or development after the Execution Date in interest rates or economic, political, legislative, regulatory,
financial, commodity, currency, bitcoin mining, cryptocurrency, electricity or natural gas conditions or other market conditions generally
affecting any of the foregoing, the economy or the industry in which the Company or any of its Subsidiaries operates, (c) the announcement
or the execution of this Agreement, or the performance of the Company’s obligations under the Transaction Documents, including the
impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, regulatory agencies, partners,
providers and employees (provided, that the exceptions in this clause (c) shall not be deemed to apply to references to “Material
Adverse Effect” in the representations and warranties set forth in Section 5.5 and, to the extent related thereto, the
conditions in Section 7.1(ii) and Section 7.2(i)), (d) any change or development generally affecting any of the
industries or markets in which the Company or any of its Subsidiaries operates, (e) any earthquake, hurricane, tsunami, tornado,
flood, mudslide, wildfire or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or SARS-CoV-2 virus
(or any mutation or variation thereof or related health condition)), weather condition, explosion, fire, act of God or other force majeure
event, or (f) any national or international political or social conditions in countries in which, or in the proximate geographic
region of which, the Company operates, including the engagement by the United States or such other countries in hostilities or the escalation
thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military
or terrorist attack (including any internet or “cyber” attack or hacking) upon the United States or such other country, or
any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States
or such other country military installation, equipment or personnel.


 


“Material Contracts”
means any other Contract that is expressly referred to in or filed or incorporated by reference as an exhibit to a Commission Document
or that, individually or in the aggregate, if terminated or subject to default by a party thereto, would have or would reasonably be expected
to have a Material Adverse Effect.


 


“Merger Closing
Date” shall mean the date on which the transactions contemplated by the Merger Agreement are consummated.


 






    6


     


    

 


“New Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Notice of Effectiveness”
shall have the meaning assigned to such term in Section 10.1(iii).


 


“Opening Sale
Price” means, for the Common Stock as of any date, the first opening trade price for the Common Stock on the Trading Market,
as reported by Bloomberg.


 


“PEA Period”
means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing of any
post-effective amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New York City
time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.


 


“Permitted Encumbrances”
means (a) liens for taxes not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate
proceedings and for which adequate accruals or reserves have been established in accordance with GAAP on the applicable financial statements;
(b) mechanics’, materialmens’, carriers’, workers’, repairers’ and other similar Encumbrances or security
obligations incurred in the ordinary course of business and arising by operation of law or the validity or amount of which is being contested
in good faith by appropriate proceedings; (c) pledges, deposits or other Encumbrances securing the performance of bids, trade Contracts,
leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation);
(d) Encumbrances and other imperfections of title that do not materially impair the use or occupancy of the property to which they relate
in the conduct of the business of the Company and its Subsidiaries as currently conducted; (e) Encumbrances arising under conditional
sales Contracts and equipment leases with third parties and other Encumbrances arising on assets and products sold in the ordinary course
of business consistent with past practice and non-exclusive licenses of Intellectual Property entered into in the ordinary course
of business consistent with past practice; (f) landlords’ liens and Encumbrances on leases, subleases, easements, licenses,
rights of use, rights to access and rights of way arising therefrom or benefiting or created by any superior estate, right or interest;
(g) any zoning, entitlement, conservation restriction and other land use and environmental regulations by governmental authorities;
(h) all covenants, conditions, restrictions, easements, charges, rights-of-way and other similar matters of record or that
would be disclosed by an accurate survey or inspection of the real property, in each case that do not materially impair the use or occupancy
of the property to which they relate in the conduct of the business of the Company and its Subsidiaries as currently conducted; (i) Encumbrances
identified in the financial statements included or incorporated by reference in the Commission Documents; (j) Encumbrances created
or incurred under the equipment financing arrangements or equipment loans; and (k) Encumbrances on equity or debt securities resulting
from applicable securities laws.


 


“Permits”
shall have the meaning assigned to such term in Section 5.17(a).


 


“Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 






    7


     


    

 


“Principal Market”
shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC
Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market
for the Common Stock.


 


“Prospectus”
means the prospectus in the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement,
including the documents incorporated by reference therein.


 


“Prospectus Supplement”
means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities
Act, including the documents incorporated by reference therein.


 


“Purchase”
shall have the meaning assigned to such term in Section 3.1.


 


“Purchase Amount”
shall have the meaning assigned to such term in Section 3.2.


 


“Purchase Condition
Satisfaction Time” shall have the meaning assigned to such term in Section 7.3.


 


“Purchase Commencement
Time” means, with respect to a Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City time, on the
applicable Purchase Date.


 


“Purchase Date”
means, with respect to a Purchase made pursuant to Section 3.1, the Trading Day on which the Investor receives the Purchase
Notice Shares pursuant to each valid Purchase Notice as DWAC Shares in its brokerage account, unless waived by Investor. If the Purchase
Notice Shares are received after 10:00 a.m. New York City Time, the next Trading Day shall be the Purchase Date.


 


“Purchase Notice”
means, with respect to a Purchase made pursuant to Section 3.1, an irrevocable written notice, substantially in the form of
Exhibit D hereto, delivered by the Company to the Investor directing the Investor to purchase Purchase Notice Shares (such specified
Purchase Notice Shares subject to adjustment as set forth in Section 3.1 as necessary to give effect to the Purchase Notice
Limit), at the applicable Purchase Price therefor on the applicable Purchase Settlement Date for such Purchase in accordance with this
Agreement.


 


“Purchase Notice
Date” means, with respect to a Purchase made pursuant to Section 3.1, the Trading Day that a Purchase Notice
shall be deemed delivered on (i) the Trading Day it is received by email by the Investor if such notice is received on or prior to 4:00
p.m. New York time or (ii) the next Business Day if it is received by email after 4:00 p.m. New York time on a Trading Day or at any time
on a day which is not a Trading Day.


 


“Purchase Notice
Limit” means, with respect to a Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal
to the lesser of (i) a number of shares of Common Stock which, when aggregated with all other shares of Common Stock then beneficially
owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated
thereunder), would result in the beneficial ownership by the Investor of more than the Beneficial Ownership Limitation,
(ii) a number of shares of Common Stock equal to the Average Daily Trading Volume multiplied by 30%, and (iii) a number of shares
of Common Stock equal to quotient obtained by dividing $1,500,000 and the Closing Sale Price of the Common Stock on the Purchase Notice
Date.


 






    8


     


    

 


“Purchase Notice
Shares” means, with respect to a Purchase made pursuant to Section 3.1, the number of Shares to be purchased
by the Investor in such Purchase as specified by the Company in the applicable Purchase Notice, which number of Shares shall not exceed
the applicable Purchase Notice Limit, subject to adjustment provided herein.


 


“Purchase Price”
shall equal ninety-six percent (96%) of the lowest daily VWAP over the applicable Valuation Period.


 


“Purchase Settlement
Date” shall have the meaning assigned to such term in Section 3.1.


 


“Registrable Securities”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registration
Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.


 


“Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Regulation D”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Release”
means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or
upon, from, or migrating through of Hazardous Materials, within or into, the air or any soil, sediment, subsurface strata, surface water
or groundwater, natural resources or structure.


 


“Remedial Action”
means any action required to investigate, clean up, remove or remediate, or conduct remedial, responsive, monitoring or corrective actions
with respect to, any presence or Release of Hazardous Materials.


 


“Restricted Period”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Person”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Persons”
shall have the meaning assigned to such term in Section 6.9(i).


 


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


 


“Sanctions”
shall have the meaning assigned to such term in Section 5.33.


 






    9


     


    

 


“Section 4(a)(2)”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


“Shares”
shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more Purchase
Notices.


 


“Short Sales”
shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


 


“Software”
means any computer programs (whether in source code, object code or other form, and including software-as-a-service), algorithms,
databases, compilations and data technology supporting the foregoing, and all documentation, including user manuals and training materials,
related to any of the foregoing.


 


“Subsidiary”
shall mean any corporation or other entity, other than Support.com, Inc., of which at least a majority of the securities or other ownership
interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned
directly or indirectly by the Company and/or any of its other Subsidiaries.


 


“Total Commitment”
shall have the meaning assigned to such term in Section 2.1.


 


“Trading Day”
shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such Eligible Market is open
for trading (regular way), including any day on which the Trading Market (or such Eligible Market, as applicable) is open for trading
(regular way).


 


“Trading Market”
means The Nasdaq Global Select Market (or any nationally recognized successor thereto).


 


“Transaction Documents”
means, collectively, this Agreement (as qualified by the Commission Documents) and the exhibits hereto, the Registration Rights Agreement
and the exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties
hereto in connection with the transactions contemplated hereby and thereby.


 


“Transfer Agent”
means Issuer Direct LLC, or any successor transfer agent of the Company.


 


“Valuation Period”
shall mean the two (2) consecutive Trading Days commencing on the Purchase Date. For avoidance of doubt, the Purchase Date shall be the
first Trading Day in the Valuation Period.


 


“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing
bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Investor. If
the Company and the Investor are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 10.16. All such determinations shall be appropriately adjusted for any share dividend, share
split, share combination, recapitalization or other similar transaction during such period.


 




    10


     


    

 


EXHIBIT A TO THE

COMMON STOCK PURCHASE AGREEMENT


 


[Attached]


 




    	 



    	 



    

 


EXHIBIT B TO THE

COMMON STOCK PURCHASE AGREEMENT

CERTIFICATE OF THE COMPANY


 


CLOSING CERTIFICATE


 


[____], 2022


 


The undersigned, the [____]
of Nukkleus Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the Common
Stock Purchase Agreement, dated as of May [____], 2022 (the “Agreement”), by and between the Company and White
Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and hereby certifies on the Execution
Date that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):


 


1. Attached
hereto as Exhibit A is a true, complete and correct copy of the Amended and Restated Certificate of Incorporation of the Company,
as amended through the date hereof, as filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”).
The Certificate of Incorporation of the Company has not been further amended or restated, and no document with respect to any amendment
to the Certificate of Incorporation of the Company has been filed in the office of the Secretary of State of the State of Delaware since
the date shown on the face of the state certification relating to the Certificate of Incorporation, which is in full force and effect
on the date hereof, and no action has been taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation
of the Company.


 


2. Attached
hereto as Exhibit B is a true and complete copy of the Amended and Restated Bylaws of the Company, as amended and restated through,
and as in full force and effect on, the date hereof (the “Bylaws”), and no proposal for any amendment, repeal
or other modification to the Bylaws of the Company has been taken or is currently pending before the Board of Directors or stockholders
of the Company.


 


3. The
Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been
amended, rescinded or modified and remains in full force and effect as of the date hereof. Attached hereto as Exhibit C are
true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company via unanimous written consent
on [____], 2022.


 


4. Each
person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents
to which the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact, and
the signature of each such person appearing on any such document is his genuine signature.


 






     


     


    

 


IN WITNESS WHEREOF, I have
signed my name as of the date first above written.


 


	 	 
	 	Name: [____]
	 	Title: [____]



 




    2


     


    

 


EXHIBIT C TO THE

COMMON STOCK PURCHASE AGREEMENT

COMPLIANCE CERTIFICATE


 


The undersigned, the [____]
of Nukkleus Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the Common
Stock Purchase Agreement, dated as of May [____], 2022 (the “Agreement”), by and between the Company and White
Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and hereby certifies on the date hereof
that, to the best of his knowledge after reasonable investigation, on behalf of the Company (capitalized terms used herein without definition
have the meanings assigned to them in the Agreement):


 


1. The
undersigned is the duly appointed [____] of the Company.


 


2. Except
as set forth in the Commission Documents, the representations and warranties of the Company set forth in Article V of the
Agreement (i) that are not qualified by “materiality” or “Material Adverse Effect” are true
and correct in all material respects as of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the
Commencement Date] [the date hereof], except to the extent such representations and warranties are as of another date, in which case,
such representations and warranties are true and correct in all material respects as of such other date and (ii) that are qualified
by “materiality” or “Material Adverse Effect” are true and correct as of [the Commencement Date] [the date hereof]
with the same force and effect as if made on [the Commencement Date] [the date hereof], except to the extent such representations and
warranties are as of another date, in which case, such representations and warranties are true and correct as of such other date.


 


3. The
Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Agreement
and the Registration Rights Agreement to be performed, satisfied or complied with by the Company [at or prior to Commencement][on or prior
to the date hereof].


 


4. The
Shares issuable in respect of each Purchase Notice effected pursuant to the Agreement shall be delivered to the Investor electronically
as DWAC Shares, and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions
maintained against such Shares.


 


5. As
of [the Commencement Date][the date hereof], the Company does not possess any material non-public information.


 


6. As
of [the Commencement Date][the date hereof], the Company has reserved out of its authorized and unissued Common Stock [____] shares of
Common Stock solely for the purpose of effecting Purchases under the Agreement.


 


7. No
stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been issued
and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the knowledge of the
Company, threatened by the Commission.


 






     


     


    

 


The undersigned has executed
this Certificate this [____] day of [____], 2022.


 


	   	By:	 
	 	Name: 	 
	 	Title:	 



 






    2


     


    

 


EXHIBIT D

FORM OF PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC


 


We refer to the equity purchase
agreement, dated as of May [____] , 2022, (the “Agreement”), entered into by and between Nukkleus Inc., and
White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when
used herein.


 


We hereby:


 


	1)	Give you notice that we require you to purchase __________
Purchase Notice Shares pursuant to the Agreement.



 


	2)	Certify that, as of the date hereof, the conditions set forth
in Section 7.2 and Section 7.3 of the Agreement are satisfied.



 


	   	Nukkleus Inc.
	 	 
	 	By:	         
	 	Name:
	 	Title: