Exhibit 10.28


 


 


 


 


 


 


 


 


 


COMMON
STOCK PURCHASE AGREEMENT


 


Dated
as of March 16, 2022


 


by
and between


 


EDOC
ACQUISITION CORP.


 


and


 


Tumim Stone Capital, LLC


 


 


 


 


 


 


 






     


     


    

 


TABLE
OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	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;
    Closing Date	 	2
	Section
    2.3	 	Initial
    Public Announcements and Required Filings	 	2
	 	 	 	 	 
	ARTICLE III PURCHASE TERMS	 	3
	Section
    3.1	 	VWAP
    Purchases	 	3
	Section
    3.2	 	Settlement	 	4
	Section
    3.3	 	Stockholder
    Approval; Compliance with Rules of Trading Market.	 	5
	Section
    3.4	 	Beneficial
    Ownership Limitation	 	5
	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR	 	6
	Section
    4.1	 	Organization
    and Standing of the Investor	 	6
	Section
    4.2	 	Authorization
    and Power	 	6
	Section
    4.3	 	No
    Conflicts	 	7
	Section
    4.4	 	Investment
    Purpose	 	7
	Section
    4.5	 	Accredited
    Investor Status	 	7
	Section
    4.6	 	Reliance
    on Exemptions	 	7
	Section
    4.7	 	Information	 	8
	Section
    4.8	 	No
    Governmental Review	 	8
	Section
    4.9	 	No
    General Solicitation	 	8
	Section
    4.10	 	Not
    an Affiliate	 	8
	Section
    4.11	 	Statutory
    Underwriter Status	 	9
	Section
    4.12	 	Resales
    of Securities	 	9
	Section
    4.13	 	Trust
    Account Waiver	 	9
	Section
    4.14	 	Certain
    Trading Activities.	 	9
	 	 	 	 	 
	ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY	10
	Section
    5.1	 	Organization,
    Good Standing and Power	 	10
	Section
    5.2	 	Authorization,
    Enforcement	 	10
	Section
    5.3	 	Capitalization	 	11
	Section
    5.4	 	Issuance
    of Securities	 	11



 






    i


     


    

 


	Section
    5.5	 	No
    Conflicts	 	12
	Section
    5.6	 	No
    Violations of Governing Documents	 	12
	Section
    5.7	 	Commission
    Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.	 	12
	Section
    5.8	 	Subsidiaries	 	14
	Section
    5.9	 	No
    Material Adverse Effect or Material Adverse Change	 	14
	Section
    5.10	 	No
    Undisclosed Liabilities	 	14
	Section
    5.11	 	No
    Undisclosed Events or Circumstances	 	14
	Section
    5.12	 	Solvency	 	14
	Section
    5.13	 	Title
    to Assets	 	15
	Section
    5.14	 	Absence
    of Proceedings	 	15
	Section
    5.15	 	Compliance
    With Laws	 	15
	Section
    5.16	 	Certain
    Fees	 	15
	Section
    5.17	 	Disclosure	 	15
	Section
    5.18	 	Operation
    of Business	 	16
	Section
    5.19	 	Environmental
    Compliance	 	17
	Section
    5.20	 	Material
    Agreements	 	17
	Section
    5.21	 	Transactions
    with Affiliates	 	17
	Section
    5.22	 	Employees;
    Labor Laws	 	18
	Section
    5.23	 	Use
    of Proceeds	 	18
	Section
    5.24	 	Investment
    Company Act Status	 	18
	Section
    5.25	 	ERISA
    Compliance	 	19
	Section
    5.26	 	Taxes	 	19
	Section
    5.27	 	Insurance	 	20
	Section
    5.28	 	Exemption
    from Registration	 	20
	Section
    5.29	 	No
    General Solicitation or Advertising	 	20
	Section
    5.30	 	No
    Integrated Offering	 	20
	Section
    5.31	 	Dilutive
    Effect	 	20
	Section
    5.32	 	Manipulation
    of Price	 	21
	Section
    5.33	 	Securities
    Act	 	21
	Section
    5.34	 	Listing
    and Maintenance Requirements; DTC Eligibility	 	21
	Section
    5.35	 	Application
    of Takeover Provisions	 	21



 






    ii


     


    

 


	Section
    5.36	 	No
    Unlawful Payments	 	22
	Section
    5.37	 	Money
    Laundering Laws	 	22
	Section
    5.38	 	OFAC	 	22
	Section
    5.39	 	U.S.
    Real Property Holding Corporation	 	23
	Section
    5.40	 	No
    Disqualification Events	 	23
	Section
    5.41	 	Stock
    Option Plans	 	23
	Section
    5.42	 	Acknowledgement
    Regarding Investor’s Acquisition of Securities	 	23
	 	 	 	 	 
	ARTICLE VI ADDITIONAL COVENANTS	 	24
	Section
    6.1	 	Securities
    Compliance	 	24
	Section
    6.2	 	Reservation
    of Common Stock	 	24
	Section
    6.3	 	Registration
    and Listing	 	24
	Section
    6.4	 	Compliance
    with Laws.	 	25
	Section
    6.5	 	Keeping
    of Records and Books of Account; Due Diligence.	 	25
	Section
    6.6	 	No
    Frustration; No Variable Rate Transactions.	 	25
	Section
    6.7	 	Corporate
    Existence	 	26
	Section
    6.8	 	Fundamental
    Transaction	 	26
	Section
    6.9	 	[Reserved]	 	26
	Section
    6.10	 	Effective
    Registration Statement	 	26
	Section
    6.11	 	Blue
    Sky	 	26
	Section
    6.12	 	Non-Public
    Information	 	27
	Section
    6.13	 	Broker/Dealer	 	27
	Section
    6.14	 	Disclosure
    Schedule.	 	27
	Section
    6.15	 	Delivery
    of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events	 	28
	 	 	 	 	 
	ARTICLE VII CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES	 	29
	Section
    7.1	 	Conditions
    Precedent to Closing	 	29
	Section
    7.2	 	Conditions
    Precedent to Commencement	 	31
	Section
    7.3	 	Conditions
    Precedent to VWAP Purchases after Commencement Date	 	34
	 	 	 	 	 
	ARTICLE VIII TERMINATION	 	37
	Section
    8.1	 	Automatic
    Termination	 	37
	Section
    8.2	 	Other
    Termination	 	37



 






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	Section
    8.3	 	Effect
    of Termination	 	38
	 	 	 	 	 
	ARTICLE IX INDEMNIFICATION	 	39
	Section
    9.1	 	Indemnification
    of Investor	 	39
	Section
    9.2	 	Indemnification
    Procedures	 	40
	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	41
	Section
    10.1	 	Certain
    Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.	 	41
	Section
    10.2	 	Specific
    Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.	 	43
	Section
    10.3	 	Entire
    Agreement	 	43
	Section
    10.4	 	Notices	 	44
	Section
    10.5	 	Waivers	 	45
	Section
    10.6	 	Amendments	 	45
	Section
    10.7	 	Headings	 	45
	Section
    10.8	 	Construction	 	45
	Section
    10.9	 	Binding
    Effect	 	45
	Section
    10.10	 	No
    Third Party Beneficiaries	 	45
	Section
    10.11	 	Governing
    Law	 	45
	Section
    10.12	 	Survival	 	46
	Section
    10.13	 	Counterparts	 	46
	Section
    10.14	 	Publicity	 	46
	Section
    10.15	 	Severability	 	46
	Section
    10.16	 	Further
    Assurances	 	46



 


Annex
I. Definitions


 






    iv


     


    

 


COMMON
STOCK PURCHASE AGREEMENT


 


This COMMON STOCK PURCHASE
AGREEMENT is made and entered into as of March 16, 2022 (this “Agreement”), by and between Tumim Stone Capital,
LLC (the “Investor”), and EDOC Acquisition Corp., a company organized under the laws of the Cayman Islands (including
its successors and assigns, the “Company”).

 


RECITALS


 


WHEREAS,
the Company entered into that certain Agreement and Plan of Merger, dated as of February 2, 2022 (as it may be amended from time to time,
the “Business Combination Agreement”) by and among EDOC Merger Sub Inc., a Nevada corporation and a wholly
owned subsidiary of the Company (“Merger Sub”), American Physicians LLC, a Delaware limited liability company,
as Company representative, and Calidi Biotherapeutics, Inc. a Nevada corporation (“Target”), pursuant to which,
upon the terms and subject to the conditions contained therein, Merger Sub will merge with and into the Target, with Target continuing
as the surviving entity, and a wholly owned subsidiary of the Company (the “Business Combination”);


 


WHEREAS,
prior to the closing of the transactions contemplated by the Business Combination Agreement, the Company shall redomesticate from the
Cayman Islands to the State of Delaware (the “Redomestication”) and the authorized equity of the Company shall
consist of shares of Common Stock and Preferred Stock;


 


WHEREAS,
in connection with the transactions contemplated by the Business Combination Agreement, 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 $75,000,000 worth of newly issued shares of
the Company’s Common Stock;


 


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 Rule 506(b) of Regulation D promulgated by the Commission under the Securities
Act (“Regulation D”), 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 sales of Common Stock to the Investor to be made hereunder;


 


WHEREAS,
in consideration for the Investor’s execution and delivery of this Agreement, on the Closing Date, the parties hereto will
enter into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”),
pursuant to which the Company shall register under the Securities Act the resale of the Registrable Securities (as defined in the Registration
Rights Agreement) by the Investor, 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, on the Closing Date, the Company will cause its transfer
agent to 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:


 


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 Investment 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, up to $75,000,000 (the “Total
Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares
of Common Stock (such amount of shares of Common Stock, the “Aggregate Limit”), by the delivery to the Investor
of VWAP Purchase Notices as provided in Article III.


 


Section
2.2 Closing; Closing Date. The closing under this Agreement (the
“Closing”) shall occur upon (a) the payment of the Investor Expense Reimbursement to the Investor as provided
in Section 10.1(i), (b) the delivery of irrevocable instructions to issue the Commitment Shares to the Investor or its designees as provided
in Section 10.1(ii), (c) the delivery of counterpart signature pages of the Registration Rights Agreement, and (d) the delivery of all
other documents, instruments and writings required to be delivered at the Closing and the satisfaction of each of the other conditions
to Closing, in each case as provided in Section 7.1 (such date, the “Closing Date”).


 


Section
2.3 Initial Public Announcements and Required Filings. The Company
shall, within the time period required under the Exchange Act, file with the Commission a current report on Form 8-K describing the material
terms of the transactions contemplated by the Transaction Documents, including, without limitation, the issuance of the Commitment Shares,
and attaching as exhibits thereto a copy of this Agreement and, if applicable, any press release issued by the Company disclosing the
execution of this Agreement by the Company (including all exhibits thereto, 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 due consideration to all such comments. From and after the Closing Date, 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 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 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),
except that the Investor may disclose the terms of such transactions (a) to its financial, accounting, legal and other advisors (provided
that the Investor directs such Persons to maintain the confidentiality of such information), (b) as provided in this Agreement, (c) as
required pursuant to applicable federal and state securities laws, rules and regulations, and the rules of the Trading Market or any
Eligible Market or other stock exchange upon which the Company’s Common Stock is listed or (d) to the extent such terms become
generally available to the public not as a result of any inaction or action of Investor in violation of this Agreement. Not later than
fifteen (15) calendar days following the date of this Agreement, the Company shall file a Form D with respect to the issuance and sale
of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing (the availability
of which on the Commission’s EDGAR system shall constitute provision of such copy). The Company shall use its commercially reasonable
efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the
Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable Securities
in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the 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 file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus
to be used in connection with resales of the Registrable Securities by the Investor 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 VWAP Purchases. After the Closing Date, upon the initial
satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial
satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject
to the satisfaction of all of the conditions set forth in Section 7.3 and in this Section 3.1, the Company shall have the right, but
not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP Purchase Notice on a VWAP Purchase Exercise
Date to purchase the VWAP Purchase Share Amount set forth by the Company therein, not to exceed the applicable VWAP Purchase Maximum
Amount, at the VWAP Purchase Price therefor (as confirmed in the applicable VWAP Purchase Confirmation) in accordance with this
Agreement (each such purchase, a “VWAP Purchase”). During the Investment Period, the Company may deliver a
VWAP Purchase Notice to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for a VWAP
Purchase, provided that (i) the Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading
Day, (ii)  the Company may not deliver a VWAP Purchase Notice to the Investor on any Trading Day during the period commencing
on the VWAP Purchase Exercise Date on which a prior VWAP Purchase Notice has previously been delivered by the Company to the
Investor hereunder, and ending on the applicable VWAP Purchase Settlement Date or such later Trading Day on which the Investor shall
have received all of the Shares subject to such prior VWAP Purchase Notice as DWAC Shares (the “Quiet
Period”); provided, that, the Investor may, in its sole discretion, waive the Quiet Period in the event the
resale of the Registrable Securities by the Investor is registered pursuant to an effective Registration Statement on Form S-3 on
the date of the applicable VWAP Purchase Notice, and (iii) all Shares subject to all prior VWAP Purchase Notices for VWAP Purchases
that have been properly delivered by the Company to the Investor under this Agreement (as applicable) have theretofore been received
by the Investor or its Broker-Dealer as DWAC Shares, prior to the Company’s delivery of such VWAP Purchase Notice to the
Investor on such VWAP Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice properly delivered by
the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the
Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the
applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice, such VWAP
Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such
VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase,
and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor
shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase Notice. At or prior to
7:00 p.m., New York City time, on the applicable VWAP Purchase Date for each VWAP Purchase hereunder, the Investor shall provide to
the Company a written confirmation for such VWAP Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable
VWAP Purchase Price (both on a per Share basis and the total aggregate VWAP Purchase Price to be paid by the Investor for such
applicable VWAP Purchase Share Amount) with respect to such VWAP Purchase (each, a “VWAP Purchase
Confirmation”). Notwithstanding the foregoing, (i) the Company shall not deliver any VWAP Purchase Notices to the
Investor during the PEA Period and (ii) following the delivery of a VWAP Purchase Notice, the Company shall not raise additional
capital, in the form of a public or private securities offering or otherwise, until the third (3rd) Trading Day following
the applicable VWAP Purchase Settlement Date.


 






    3


     


    

 


Section
3.2 Settlement. The Shares constituting the applicable VWAP
Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later
than 1:00 p.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date for such
VWAP Purchase (each, a “VWAP Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to
the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase
(as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the
applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later
than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have
timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement
Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares
are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the
Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur
on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If
the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a
DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2)
Trading Days following the receipt by the Company of the VWAP Purchase Price therefor in compliance with this Section 3.2, and if on
or after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such
VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the
Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver
such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC
Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid
by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP
Purchase. The Company shall not issue any fraction of a share of Common Stock upon any VWAP Purchase. 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 made under this Agreement shall be made in lawful money of the United States of
America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written
notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement
is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading
Day.


 






    4


     


    

 


Section
3.3 Stockholder Approval; Compliance with Rules of Trading Market.


 


(a)
Stockholder Approval. Prior to the Closing Date, the Company shall hold a special meeting of stockholders (which may also
be at the annual meeting of stockholders) providing for the approval of the issuance of all of the Securities in compliance with the
rules and regulations of the principal Trading Market (without regard to any limitation on conversion or exercise thereof) (the “Stockholder
Approval”), with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company
shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy
statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.


 


(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 (i) a violation of the Securities Act or (ii) a breach of the rules of the Trading Market. The provisions of this
Section 3.3 shall not 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”) provided, that, the Investor may, in its sole discretion,
elect to increase the Beneficial Ownership Limitation to permit the Investor to beneficially own up to 9.99% of the outstanding
shares of Common Stock. 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 not be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 unless necessary to
properly give effect to the limitations contained in this Section 3.4.


 






    5


     


    

 


ARTICLE
IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The
Investor hereby makes the following representations, warranties and covenants to the Company, in each case, unless otherwise indicated
therein, as of the date of this Agreement and as of the Closing Date:


 


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 Delaware.


 


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 this Agreement and the Registration Rights Agreement
and to purchase or acquire the Securities in accordance with the terms hereof. The execution, delivery and performance by the Investor
of this Agreement and the Registration Rights Agreement 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 Board of Directors or its members is required. This 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). On the Closing Date, the Registration Rights Agreement will be duly executed
and delivered by the Investor and will constitute 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).


 






    6


     


    

 


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 by which it or any of its property or assets are bound,
(iii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to
which the Investor is party or under which the Investor is bound or under which any of its properties or assets are bound, or (iv)
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), (iii) and (iv), 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, local or foreign 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
Securities 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.


 


Section
4.4 Investment Purpose. The Investor is acquiring the Securities
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, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided,
however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold
any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities 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 Securities.


 


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
Securities 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 Securities.


 






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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 Securities 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 filed with or furnished to the Commission as of the applicable date or time this
representation is made. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor
is able to bear the economic risk of an investment in the Securities, including a total loss thereof, 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
Securities. 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 Securities. 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 (including, without limitation, the opinions of the Company’s
counsel delivered pursuant to Sections 7.1(iv) and 7.2(xvi)). 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 Securities. 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 Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.


 


Section
4.9 No General Solicitation. The Investor is not purchasing or
acquiring the Securities 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 Securities.


 


Section
4.10 Not an Affiliate. The Investor is not an officer, director or an Affiliate of the
Company. As of the date of this Agreement, the Investor does not beneficially own any shares of Common Stock or securities exercisable
for or convertible into shares of Common Stock, and during the Investment Period, Investor will not acquire beneficial ownership of any
shares of the Company’s capital stock (including shares of Common Stock or securities exercisable for or convertible into shares
of Common Stock) other than pursuant to this Agreement and the PIPE Purchase Agreement; provided, however, that nothing
in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction or otherwise, shares
of Common Stock necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated
receiving from the Company in connection with the settlement of a VWAP Purchase, if the Company or its transfer agent shall have failed
for any reason (other than a failure of Investor or its Broker-Dealer to set up a DWAC and required instructions) to timely electronically
transfer all of the Shares subject to such VWAP Purchase to the Investor on the applicable VWAP Purchase Settlement Date by crediting
the Investor’s or its designated Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section
3.2 of this Agreement.


 






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Section
4.11 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
by the Investor.


 


Section
4.12 Resales of Securities. The Investor represents, warrants and covenants that it will
resell Securities purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration
Statement in which the resale of such Securities 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 applicable
state securities laws, rules and regulations.


 


Section
4.13 Trust Account Waiver. Notwithstanding anything else in this Agreement, the Investor
acknowledges that it has read the Company’s prospectus dated November 12, 2020, and understands that the Company has established
a trust account at J.P. Morgan Chase Bank, N.A. (the “Trust Fund”) for the benefit of the Company’s public
stockholders and that the Company may disburse monies from the Trust Fund only (a) to the Company’s public stockholders in
the event they elect to convert their shares into cash in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association and/or the liquidation of the Company or (b) to the Company after, or concurrently with, the consummation of a business
combination. The Investor further acknowledges that, if the transactions contemplated by the Business Combination Agreement, or, upon
termination of the Business Combination Agreement, another business combination, are not consummated by May 12, 2022, or such later date
as shall be set forth in an amendment to the Company’s Certificate of Incorporation for the purpose of extending the date by which
the Company must complete a business combination, the Company will be obligated to return to its stockholders the amounts being held
in the Trust Fund. Accordingly, the Investor, on behalf of itself and its affiliates, hereby waives all rights, title, interest or claim
of any kind against the Company to collect from the Trust Fund any monies that may be owed to them by the Company for any reason whatsoever,
including but not limited to a breach of this Agreement by the Company or any negotiations, agreements or understandings with the Company
(whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This
paragraph will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not limit
the rights of the Company or its stockholders at or following the Closing.


 


Section
4.14 Certain Trading Activities. During the period commencing at the time that the Investor
was first contacted by the Company, or any other Person representing the Company, regarding the transactions contemplated hereby and
ending immediately prior to the execution of this Agreement, none of the Investor, any of its Affiliates or any entity managed or controlled
by the Investor has, directly or indirectly, executed any purchases or sales, including Short Sales, of any securities of the Company
(including, without limitation, the Common Stock), or any stock pledge, forward sales contract, option, put, call, swap or similar hedging
arrangement (including on a total return basis) with respect to any securities of the Company (including, without limitation, the Common
Stock).


 






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ARTICLE
V


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


Except
as set forth in the disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes
an integral part of, this Agreement) (the “Disclosure Schedule”) or, where specifically set forth below with
respect to certain specified representations and warranties, the Commission Documents, the Company hereby makes the following representations,
warranties and covenants to the Investor, in each case, unless otherwise indicated therein, as of the date of this Agreement, as of the
Closing Date, as of the Commencement Date and as of each VWAP Purchase Condition Satisfaction Time:


 


Section
5.1 Organization, Good Standing and Power. The Company and each
of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and
to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions
of its respective Organizational Documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


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 Securities 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 VWAP 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, except for such approvals as are
required under the Business Combination Agreement and the Stockholder Approval, no further consent or authorization of the Company,
its Board of Directors or its shareholders is required. Each of the Transaction Documents to which the Company is a party (other
than the Registration Rights Agreement) 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). On the Closing Date, the Registration Rights Agreement will be
duly executed and delivered by the Company and will constitute a valid and binding obligation of the Company 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).


 






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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. All of
the outstanding shares of capital stock of the Company have been duly authorized and validly issued, and are fully paid and non-assessable.
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 capital stock of the Company 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. 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 Organizational Documents.


 


Section
5.4 Issuance of Securities. The Commitment Shares to be issued
and delivered to the Investor pursuant to Section 10.1(ii) hereof will be, and the Shares to be purchased by the Investor pursuant to
a particular VWAP Purchase Notice will be, prior to the delivery to the Investor hereunder of such VWAP Purchase Notice, duly authorized
by all necessary corporate action on the part of the Company. The Securities, 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. The Company will include a proposal in the proxy statement and prospectus
included in its Registration Statement on Form S-4 to be filed in connection with the Business Combination to approve an increase in
authorized capital stock such that, as of the Closing Date, it will have reserved from its duly authorized capital stock a number of
shares of Common Stock at least equal to the maximum number of shares of Common Stock issuable under this Agreement.


 






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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
Organizational Documents, (ii) result in a breach or violation of any of the terms or provisions of, or 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 Company or any of its Subsidiaries is a party or is bound, (iii) create or impose a
lien, charge or encumbrance on any property or assets of the Company or any of its Subsidiaries under any agreement or any
commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or
to which any of their respective properties or assets is subject, or (iv) 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 or by which any
property or asset of the Company or any of its Subsidiaries are bound or affected (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),
(iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances
and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated
by this Agreement (including, without limitation, the Stockholder Approval) or the Registration Rights Agreement and as required
under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or
foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency (including, without limitation, the Trading Market) 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 Securities to the Investor in accordance with
the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have been, or will be,
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 No Violations of Governing Documents. Neither the Company
nor any of its Subsidiaries is in violation, breach or default under the Company’s Organizational Documents.


 


Section
5.7 Commission Documents, Financial Statements; Disclosure Controls and
Procedures; Internal Controls Over Financial Reporting; Accountants.


 


(a)
Except as set forth in the Commission Documents, since November 9, 2020, the Company has timely filed all Commission Documents,
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 Company has delivered or made available to the Investor via EDGAR true and complete copies of the Commission Documents filed
with or furnished to the Commission prior to the Closing Date. As of its filing date, each Commission Document filed with or
furnished to the Commission complied in all material respects with the requirements of the Securities Act or the Exchange Act, as
applicable. 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 Commission 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. There are no comments provided
to the Company by the Commission’s staff relating to any of the Commission Documents filed with or furnished to the Commission
as of the applicable date or time this representation is being made under Article VII hereof that remain outstanding or unresolved.
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.


 






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(b)
Except as set forth in the Commission Documents, the financial statements of the Company and the Target, as applicable, included in
the Commission Documents filed with or furnished to the Commission as of the applicable date or time this representation is being
made under Article VII hereof, together with the related notes and schedules thereto, comply as to form in all material respects
with the applicable requirements of the Securities Act and the Exchange Act in effect as of the time of filing and present fairly in
all material respects the financial condition of the Company or the Target, as applicable, together with their consolidated
Subsidiaries, as of the dates shown and its results of operations and cash flows for the periods shown, and such consolidated
financial statements have been prepared in conformity with generally accepted accounting principles in the United States
(“GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal
year-end adjustments in the Company’s quarterly financial statements. The pro forma financial statements and any other pro
forma data included or incorporated by reference in the Commission Documents comply with the applicable 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.
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 under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The Company
and its 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 the Commission Documents which are required to be described in the Commission Documents.


 


(c)
The Company maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under
the Exchange Act) that complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, its
principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including,
but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Commission Documents fairly present the information called for in all
material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as
disclosed in the Commission Documents, the Company’s internal controls over financial reporting are effective and the Company is
not aware of any material weakness or significant deficiencies in its internal controls over financial reporting. Since the date of the
latest audited financial statements included in the Commission Documents, there has been no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting adversely.


 


(d)
The Company maintains disclosure controls and procedures, (as defined under Rule 13a-15(e) under the Exchange Act), that have been designed
to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal
financial officer by others within those entities; and, except as set forth in the Commission Documents, such disclosure controls and
procedures are effective.


 


(e)
To the Company’s Knowledge, Marcum LLP (or such other firm serving as the Company’s independent auditor) is (x) an independent
registered public accounting firm with respect to the Company within the meaning of the Securities Act and (y) not in violation of the
auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).


 


(f)
There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act and the rules and regulations
promulgated in connection therewith.


 






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Section
5.8 Subsidiaries. Other than the Persons set forth on Schedule
5.8, the Company has no Subsidiaries.


 


Section
5.9 No Material Adverse Effect or Material Adverse Change. Except
as otherwise disclosed in any Commission Documents and on the Disclosure Schedule, since the date of the latest audited financial statements
of the Company included within the Commission Documents and to the Company’s Knowledge, (a) neither the Company nor any of its
Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other
than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind
with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries (other
than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options
or warrants, upon the conversion of outstanding shares of preferred stock or other convertible securities or the issuance of restricted
stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary
course of business), (d) there has not been any material change in the Company’s long-term or short-term debt, and (e) there has
not been the occurrence of any Material Adverse Effect or any development that would result in a Material Adverse Effect.


 


Section
5.10 No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any
liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or
otherwise) that would be required to be disclosed on a balance sheet of the Company or any Subsidiary (including the notes thereto) in
conformity with GAAP and are not disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company’s
or its Subsidiaries respective businesses since date of the latest audited financial statements of the Company included within the Commission
Documents and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


Section
5.11 No Undisclosed Events or Circumstances. No event or circumstance has occurred or
information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, operations
(including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public
disclosure or announcement by the Company but which has not been so publicly announced or disclosed, except for events or circumstances
which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


Section
5.12 Solvency. The Company has not taken any steps, and does not currently expect to take
any steps, to seek protection pursuant to any Bankruptcy Law, 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 any Bankruptcy Law.
The Company is financially solvent and is generally able to pay its debts as they become due.


 






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Section
5.13 Title to Assets. Neither the Company or its Subsidiaries own or lease any
material real property or material personal property.


 


Section
5.14 Absence of Proceedings. There are no Actions pending or, to the Company’s Knowledge,
currently threatened against the Company or any of its Subsidiaries or their respective assets or properties (i) other than Actions accurately
described in all material respects in the Commission Documents and Actions that, individually and in the aggregate, would not reasonably
be expected to have a Material Adverse Effect, or on the power or ability of the Company to perform its obligations under, or consummate
the transactions contemplated by, the Transactions Documents or (ii) that are required to be described in the Commission Documents and
are not so described.


 


Section
5.15 Compliance With Laws. The business of the Company and the Subsidiaries has been and
is presently being conducted in compliance with all applicable federal, state, local and foreign governmental laws, rules, regulations
and ordinances, except as set forth in the Commission Documents and except for such non-compliance which, individually or in the aggregate,
would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or
order or any statute, ordinance, rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries,
and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases
for any such violations which could not, individually or in the aggregate, have a Material Adverse Effect. There are no statutes, laws,
rules, regulations or ordinances of any Governmental Authority, self-regulatory organization or body that are applicable to the Company
or any of its Subsidiaries or to their respective businesses, assets or properties that are required to be described in any Commission
Document that are not described therein as required.


 


Section
5.16 Certain Fees. Except as set forth in Schedule 5.16 of the Disclosure Schedule, no
brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this Section 5.16 incurred by the Company or its Subsidiaries that may be due or payable in connection
with the transactions contemplated by the Transaction Documents.


 


Section
5.17 Disclosure. The Company confirms that neither it nor any 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 Securities under the Registration Statement. All disclosure provided to Investor regarding the Company and its
Subsidiaries, their businesses and the transactions contemplated by the Transaction Documents (including, without limitation, the representations
and warranties of the Company contained in the Transaction Documents to which it is a party (as modified by the Disclosure Schedule))
furnished in writing by or on behalf of the Company or any of its Subsidiaries for purposes of or in connection with the Transaction
Documents (other than forward-looking information and projections and information of a general economic nature and general information
about the Company’s industry), taken together, is true and correct in all material respects on the date on which such information
is dated or certified, and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they were made, not misleading at such time.


 






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Section
5.18 Operation of Business.


 


(a)
The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state
or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,
authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any
of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected
to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.18(a) does not relate
to environmental matters, such items being the subject of Section 5.19.


 


(b)
Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions,
copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations,
applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”)
currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own,
possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect;
(ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual
Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business
of the Company and its Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending
or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability
of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any
infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported
to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all
liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating
or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company,
except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material
Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or
otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii)
all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have
executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest
in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such
agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts
to appropriately maintain all information intended to be maintained as a trade secret.


 






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Section
5.19 Environmental Compliance. Except as set forth in the Commission Documents, the Company
and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”); (ii) have received all permits or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such Permit or approval where in
each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


Section
5.20 Material Agreements. Except as set forth in the Commission Documents, neither the
Company nor any Subsidiary of the Company is a party to any contract, agreement or plan, a copy of which would be required to be filed
with the Commission as an exhibit to an annual report on Form 10-K (collectively, “Material Agreements”). Each
of the Material Agreements described in the Commission Documents conform in all material respects to the descriptions thereof contained
or incorporated by reference therein. Except as set forth in the Commission Documents, the Company and each of its Subsidiaries have
performed in all material respects all the obligations then required to be performed by them under the Material Agreements, have received
no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the
assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party
thereto are in default under any Material Agreement now in effect, the result of which would have a Material Adverse Effect. Except as
set forth in the Commission Documents, each of the Material Agreements is in full force and effect, and constitutes a legal, valid and
binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge
of the Company, each other contracting party thereto, 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.


 


Section
5.21 Transactions with Affiliates. Except as set forth in the Commission Documents,
none of the officers or directors of the Company and, to the Knowledge of the Company, none of the Company’s shareholders, the
officers or directors of any shareholder of the Company, or any family member or Affiliate of any of the foregoing, has either
directly or indirectly any interest in, or is a party to, any transaction that is required to be disclosed as a related party
transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.


 






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Section
5.22 Employees; Labor Laws. Except as set forth in the Commission Documents, neither the
Company nor any of its Subsidiaries is bound by or subject to (and none of their assets or properties is bound by or subject to) any
Contract with any labor union, and, to the Company’s Knowledge, no labor union has requested or has sought to represent any of
the employees of the Company or any of its Subsidiaries. There is no strike or other labor dispute involving the Company or any of its
Subsidiaries pending, or to the Company’s Knowledge, threatened, that has had or would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect, nor, to the Knowledge of the Company, is there any labor organization activity involving
the employees of the Company or any of its Subsidiaries. With respect to all current and former Persons who have performed services for
or on behalf of the Company or any of its Subsidiaries, each of the Company and its Subsidiaries has complied in all material respects
with all applicable state and federal equal employment opportunity, wage and hour, compensation and other laws related to employment,
including but not limited to, overtime requirements, classification of employees and independent contractors under federal and state
laws (including for tax purposes and for purposes of determining eligibility to participate in any Employee Plan (as defined below)),
hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational
health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no material arrears
in the payments of wages, unemployment insurance premiums or other similar obligations. There are no material claims, disputes, grievances,
or controversies pending or, to the Knowledge of the Company, threatened involving any employee or group of employees of the Company
or any of its Subsidiaries. There are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination
or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual
orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety laws, (iv) workplace injuries
or (v) whistleblower retaliation against the Company or any of its Subsidiaries, in each case that (y) pertain to any current or former
employee and (z) have been threatened by such employee or are pending before the Equal Employment Opportunity Commission, the National
Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation
Appeals Board, or any other Governmental Authority.


 


Section
5.23 Use of Proceeds. The proceeds from the sale of the Shares by the Company to the Investor
shall be used by the Company and its Subsidiaries 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
5.24 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.


 






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Section
5.25 ERISA Compliance. Except as set forth in the Commission Documents, neither the Company
nor any of its Subsidiaries is a party to an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), which: (i) is subject to Title IV of ERISA and (ii)
is or was at any time maintained, administered or contributed to by the Company or any of its ERISA Affiliates (as defined hereafter).
Each plan is referred to herein as an “Employee Plan.” An “ERISA Affiliate” of any
Person means any other Person which, together with that Person, could be treated as a single employer under Section 414(b), (c),
(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”). Each Employee Plan has been maintained
in material compliance with its terms and the requirements of applicable law. Except as disclosed in the Commission Documents, there
is no liability in respect of post-retirement health and medical benefits for retired employees of the Company or any of its ERISA Affiliates,
other than medical benefits required to be continued under applicable law. No “prohibited transaction”(as defined in either
Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan; and each Employee Plan that is intended
to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which
could cause the loss of such qualification, except where such occurrence or failure to qualify would not, individually or in the aggregate,
have a Material Adverse Effect. With respect to each Employee Plan, no Actions (other than routine claims for benefits in the ordinary
course of business) are pending or, to the Knowledge of the Company, threatened, and, to the Knowledge of the Company, no facts or circumstances
exist that would reasonably be expected to give rise to any such Actions. No Employee Plan is currently under investigation or audit
by any Governmental Authority and, to the Knowledge of the Company, no such investigation or audit is contemplated or under consideration.
Each Employee Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been maintained
and administered in all material respects in accordance with its terms and in operational and documentary compliance with Section 409A
of the Code and all regulations and other applicable regulatory guidance (including notices and rulings) thereunder.


 


Section
5.26 Taxes. Each of the Company and its Subsidiaries has (a) filed all foreign, federal,
state and local Tax Returns required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of
time for the filing thereof and (b) paid all Taxes shown as due and payable on such returns that were filed and has paid all Taxes imposed
on or assessed against the Company or such respective Subsidiary. The provisions for Taxes payable, if any, shown on the financial statements
included in the Commission Documents are sufficient for all accrued and unpaid Taxes, whether or not disputed, and for all periods to
and including the dates of such consolidated financial statements. To the Company’s Knowledge, no issues have been raised (and
are currently pending) by any taxing authority in connection with any of the Tax Returns or Taxes asserted as due from the Company or
its Subsidiaries, and no waivers of statutes of limitation with respect to the returns or collection of Taxes have been given by or requested
from the Company or its Subsidiaries that would be reasonably likely to result in a Material Adverse Effect.


 






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Section
5.27  Insurance. The Company and the Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as, in the Company’s reasonable judgment, are prudent
and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers
insurance coverage. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not, individually or in the aggregate, have a Material Adverse Effect on the Company.


 


Section
5.28 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 Securities from the Company to the Investor 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 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 Article IV), the Securities 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
5.29    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 Securities.


 


Section
5.30    No Integrated Offering. None of the Company or any of its 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 offer, issuance and sale by the Company to the Investor of any of
the Securities under the Securities Act, whether through integration with prior offerings or otherwise. 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 offer, issuance and sale by the Company to the Investor of any of the Securities under the Securities Act
or cause the offering of any of the Securities to be integrated with any other offering of securities of the Company.


 


Section
5.31    Dilutive Effect. The Company is aware and acknowledges that issuance of the
Securities could cause dilution to existing shareholders and could significantly increase the outstanding number of shares of Common Stock.
The Company further acknowledges that its obligation to issue the Commitment Shares and to issue the Shares pursuant to the terms of a
VWAP Purchase, in each case, is (subject to the terms and conditions in this Agreement) absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.


 






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Section
5.32  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 Securities, (ii) sold, bid for,
purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person
any compensation for soliciting another to purchase any other securities of the Company. 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
5.33    Securities Act. The Company has complied and shall comply with all applicable
federal and state securities laws in connection with the offer, issuance and sale of the Securities hereunder, including, without limitation,
the applicable requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and at the time it is
declared effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable
Securities included therein by the Investor in accordance with the Registration Rights Agreement on a delayed or continuous basis under
Rule 415 under the Securities Act at then-prevailing market prices, and not fixed prices.


 


Section
5.34    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 Company
is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for participation in the DTC book entry
system and has shares on deposit at DTC for transfer 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.


 


Section
5.35    Application of Takeover Provisions. There is no control share acquisition,
business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under
the Company’s Organizational Documents or the laws of its state of incorporation that is or could become applicable to the Investor
as a result of the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction
Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investor’s
ownership of the Securities.


 






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Section
5.36    No Unlawful Payments. Neither the Company nor any of its Subsidiaries nor
any director or officer, nor, to the Knowledge of the Company, any employee, agent, representative or Affiliate of the Company, has
taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of
money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any
officer or employee of a government or government- owned or controlled entity or of a public international organization, or any
Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or
candidate for political office) to influence official action or secure an improper advantage (to the extent acting on behalf of or
providing services to the Company); and the Company and its Subsidiaries have conducted their businesses in compliance with the U.S.
Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), any applicable law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed
December 17, 1997, the U.K. Bribery Act 2010 and other applicable anti-corruption, anti-money laundering and anti-bribery laws, and
have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the
representation and warranty contained herein.


 


Section
5.37    Money Laundering Laws. The operations of the Company are and have been conducted
at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, and the applicable anti-money laundering statutes, including but not limited
to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering,
including, without limitation, Title 18 U.S. Code Section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money
laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering,
of which the United States is a member and with which designation the United States representative to the group or organization continues
to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any
orders or licenses issued thereunder, of jurisdictions where the Company conducts business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


 


Section
5.38  OFAC. Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof,
nor, to the Company’s Knowledge, any 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, 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). 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.


 






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Section
5.39    U.S. Real Property Holding Corporation. Neither the Company nor any of its
Subsidiaries is, or has ever been, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.


 


Section
5.40    No Disqualification Events. None of the Company, any of its predecessors, any
affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any
beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power,
nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time
of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a
Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event.


 


Section
5.41    Stock Option Plans. Each stock option granted by the Company was granted (i)
in accordance with the terms of the applicable stock option plan of the Company and (ii) with an exercise price at least equal to the
fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock
option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no
and has been no policy or practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant
of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their
financial results or prospects.


 


Section
5.42    Acknowledgement Regarding Investor’s Acquisition of Securities. 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 Securities. 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.


 






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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 Investment 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 Securities to the Investor in accordance with the terms of the
Transaction Documents, as applicable.


 


Section
6.2      Reservation of Common Stock. During the Investment Period,
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 (i) the issuance and delivery
of all Commitment Shares to be issued and delivered to the Investor under Section 10.1(ii) hereof within the time period specified in
Section 10.1(ii) hereof, and (ii) the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP
Purchase effected under this Agreement, in the case of clause (ii) at least prior to the delivery by the Company to the Investor of the
applicable VWAP Purchase Notice in connection with such VWAP Purchase.


 


Section
6.3      Registration and Listing. During the Investment Period,
the Company shall use its commercially reasonable efforts to cause the Common Stock to continue to be registered as a class of securities
under Section 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 Securities 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.


 






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Section
6.4      Compliance with Laws.


 


(i) During the Investment
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. Without limiting the foregoing, neither the Company, nor to the Knowledge of the
Company, any of their respective directors, officers, agents, employees or any other Persons acting on their behalf shall, in
connection with the operation of the Company’s businesses, (1) use any corporate funds for unlawful contributions, payments,
gifts or entertainment or to make any unlawful expenditures relating to political activity to government officials, candidates or
members of political parties or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures or
gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or
other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA and the Money Laundering
Laws.


 


(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.


 


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, the remaining Aggregate Limit and the
dates and VWAP Purchase Share Amount for each VWAP Purchase pursuant to this Agreement.


 


(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 Commencement or to the Investor’s obligation
to accept a VWAP Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement.


 


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 restrict, materially 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 (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the
third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of
a VWAP Purchase not later than the applicable VWAP Purchase Settlement Date for such VWAP 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).


 






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(ii)
No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company
or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction,
other than in connection with an Exempt Issuance. 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.


 


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 VWAP Purchase Notice has
been timely and properly delivered to the Investor for a VWAP Purchase under this Agreement, but the payment for, against issuance and
delivery as DWAC Shares to the Investor of, all of the Shares constituting the full VWAP Purchase Share Amount purchased by the Investor
in such VWAP Purchase has not been fully settled in accordance with this Agreement, including, without limitation, Section 3.2 of this
Agreement, the Company shall not effect any Fundamental Transaction until the expiration of three (3) Trading Days following the later
of (i) the VWAP Purchase Settlement Date for the VWAP Purchase to which such VWAP Purchase Notice relates and (ii) such later Trading
Date on which the payment for, against issuance and delivery as DWAC Shares to the Investor of, all of such Shares constituting the entire
VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase shall have been fully settled in accordance with this Agreement,
including, without limitation, Section 3.2 of this Agreement.


 


Section
6.9      [Reserved].


 


Section
6.10    Effective Registration Statement. During the Investment 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 Securities 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.


 






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Section
6.12    Non-Public Information. During the Investment Period, neither the Company nor
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), if the Investor is holding
any Securities at the time of the disclosure of such material, non-public information, (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 (a) publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor or
(b) demonstrate to the Investor that such information does not constitute material, non-public information, in addition to any other remedy
provided herein or in the other Transaction Documents, 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 Securities that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents,
as applicable, which shall be unaffiliated with the Investor and not then currently engaged or used by the Company, and shall be a DTC
participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide the Company
and its 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, which shall not exceed customary brokerage fees and commissions and shall
be responsible for designating only a DTC participant eligible to receive DWAC Shares.


 


Section
6.14    Disclosure Schedule.


 


(i)
The Company may, from time to time, update 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
VWAP 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.


 






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(ii)
Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained
in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the
Disclosure Schedule as though fully set forth in such Schedule 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 Securities 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 Securities 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 (I) deliver to the
Investor a Compliance Certificate, dated such date, and (II) cause to be furnished to the Investor an opinion and negative assurance
“bring down” from outside counsel to the Company substantially in the form mutually agreed to by the Company and the
Investor prior to the Closing 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”).


 






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ARTICLE
VII

CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES


 


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)
Issuance of Commitment Shares / Payment of Investor Expense Reimbursement. The Company shall have delivered irrevocable
instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third (3rd)
Trading Day immediately following the Closing Date, a certificate or book-entry statement representing the Commitment Shares in the name
of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date),
in consideration for the Investor’s Execution and delivery of this Agreement. If the Commitment Shares are issued (a) in certificated
form, such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4 hereof or (b)
in book-entry form, a book-entry statement shall be promptly delivered by email or such other method of delivery as is customary for the
Company’s transfer agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date,
regardless of whether the Commencement shall occur, or any VWAP Purchases are made or settled hereunder or any subsequent termination.
Additionally, the Company shall have paid the Investor Expense Reimbursement to the Investor pursuant to Section 10.1(i) of this Agreement.


 






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(iv)
Closing Deliverables. At or prior to the Closing, each of the Company and the Investor shall have delivered duly executed
counterpart signature pages of the Registration Rights Agreement to the other party. At or prior to the Closing, 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 date of this Agreement, (b) a copy of the irrevocable instructions to the Company’s
transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the
Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof, and (c) the closing certificate from the Company, dated
the Closing Date, in the form of Exhibit B hereto.


 


(v)   No
Material Adverse Effect. There shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


(vi)   Business
Combination. The Business Combination shall have closed.


 


(vii)   Business
Combination Agreement. All conditions precedent to the closing of the Business Combination set forth in the Business Combination
Agreement, including, without limitation, the approval of the Company’s stockholders, shall have been satisfied (as determined by
the parties to the Business Combination Agreement, and other than those conditions which, by their nature, are to be satisfied at the
closing of the Business Combination) or waived in writing by the party entitled to the benefit thereof under the Business Combination
Agreement. The Business Combination Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived,
in any case, in a manner that would reasonably be expected to adversely affect the economic benefits that the Investor would reasonably
expect to receive under this Agreement or the liabilities that the Investor would reasonably expect to incur under this Agreement without
the written consent of the Investor (which, subject to the conditions of this clause (vii) shall not be unreasonably withheld).


 


(viii)   Stockholder
Approval. The Stockholder Approval shall have been obtained.


 


(iv)   Redomestication.
The Redomestication shall have been consummated.


 


(x)   Diligence.
The Company shall have satisfied in full all due diligence requests of the Investor and the content of such due diligence shall be satisfactory
to the Investor, in its sole discretion.


 


(xi)   Closing
of Securities Purchase Agreement. The Company has completed the Closing of that certain Securities Purchase Agreement dated as
of February 2, 2022, as amended, by and among the Company and each of the investors named therein related to the sale and purchase of
Company’s Preferred Shares, Common Shares, and Warrant Shares as defined therein.


 






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Section
7.2      Conditions Precedent to Commencement. The right of the
Company to commence delivering VWAP Purchase Notices under this Agreement, and the obligation of the Investor to accept VWAP Purchase
Notices delivered to the Investor by the Company under this Agreement, are subject to the initial satisfaction, at Commencement, of each
of the conditions set forth in this Section 7.2.


 


(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.


 


(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 (a) all of the Commitment Shares and (b) 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 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 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 Securities 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 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 Securities by the Investor.


 






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(v)
Other Commission Filings. The Current Report and the Form D 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 FINRA (except for any suspension of trading that is 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).


 


(vii)
Compliance with Laws. The Company shall have complied 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 Securities 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.


 






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(x)
Listing of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have been
approved for listing or quotation on the Trading Market (or on an Eligible 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)
Commitment Shares Issued as DWAC Shares. The Company shall have caused the Company’s transfer agent to credit the
Investor’s or its designee’s account at DTC as DWAC Shares such number of shares of Common Stock equal to the number of Commitment
Shares issued to the Investor pursuant to Section 10.1(ii) hereof, in accordance with Section 10.1(iv) hereof.


 


(xiv)
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 Company’s transfer agent, in each case directing the Company’s transfer agent to issue
to the Investor or its designated Broker-Dealer all of the Commitment Shares and Shares included in the Initial Registration Statement
as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement.


 


(xv)
Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common
Stock, the maximum number of shares of Common Stock issuable as Securities under this Agreement solely for the purpose of effecting VWAP
Purchases under this Agreement.


 


(xvi) Opinions and
Bring-Down Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the opinions, bring-down
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 Closing Date.


 






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Section
7.3      Conditions Precedent to VWAP Purchases after Commencement Date.
The right of the Company to deliver a VWAP Purchase Notice under this Agreement after the Commencement Date, and the obligation of the
Investor to accept a VWAP Purchase Notice delivered to the Investor by the Company 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 VWAP Purchase Condition Satisfaction
Time for the VWAP Purchase to be effected by such VWAP Purchase Notice.


 


(i)
Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through (xiii)
set forth in Section 7.2 shall be satisfied at each VWAP 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 VWAP 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(x).


 


(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 VWAP Purchase Condition Satisfaction Time 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 (a) all of the Commitment Shares, (b) 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 VWAP Purchase Notices delivered by the Company
to the Investor prior to the delivery of the applicable VWAP Purchase Notice on the applicable VWAP Purchase Exercise 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 VWAP Purchase Notice delivered by the Company to the Investor for a VWAP Purchase in accordance with this Agreement.


 


(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 VWAP Purchase Condition
Satisfaction Time, 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 Commitment Shares (if any) included in such New Registration Statement, and
any post-effective amendment thereto, (b) 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 VWAP Purchase Notices delivered by the
Company to the Investor prior to the delivery of the applicable VWAP Purchase Notice on the applicable VWAP Purchase Exercise Date,
and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are issuable
pursuant the applicable VWAP Purchase Notice delivered by the Company to the Investor for a VWAP Purchase in accordance with this
Agreement.


 






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(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 its 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 Company’s 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 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 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 Securities 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 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 VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder).
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.


 






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(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 VWAP Purchase Condition Satisfaction Time 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
VWAP Purchase Condition Satisfaction Time 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 VWAP Purchase
Condition Satisfaction Time shall have been filed with the Commission and, if any Registrable Securities are covered by a Registration
Statement on Form S-3, such filings shall have been made within the applicable time period prescribed for such filing under the Exchange
Act.


 


(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 FINRA (except for any suspension of trading that is terminated prior to the applicable VWAP Purchase
Condition Satisfaction Time), 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 VWAP Purchase Notice shall not (a) exceed the applicable VWAP
Purchase Maximum Amount, or (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded.


 


(ix)
Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been
duly authorized by all necessary corporate action of the Company. The Company shall have delivered to the Investor (or its designated
Broker-Dealer), and the Investor (or its designated Broker-Dealer) shall have received, all Shares relating to all prior VWAP Purchase
Notices as DWAC Shares.


 


(x)
Opinions and Bring-Down Opinions of Company Counsel. The Investor shall have received (a) all Bring Down Opinions from the
Company’s outside counsel for which the Company was obligated to instruct its outside counsel to deliver to the Investor prior to
the applicable VWAP Purchase Condition Satisfaction Time and (b) all Compliance Certificates from the Company that the Company was obligated
to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time in accordance with Section 6.15.


 






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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) the first day of the month next following
the 36-month anniversary of the Closing Date, (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 the Common Stock shall have failed to be listed or quoted on the Trading Market
or any Eligible Market, (iv) 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, in each case that is not discharged or dismissed within thirty (30) days,
(v) the date on which, pursuant to or within the meaning of any Bankruptcy Law, 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, and (vi) the termination
of the Business Combination Agreement prior to the closing of the Business Combination.


 


Section
8.2  Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the
Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4;
provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and shall have paid the Investor
Expense Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such
termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such
termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other
disclosure. 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. Subject to Section 8.3,
the Investor shall have the right to terminate this Agreement effective upon one (1) Trading Day’s 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 Initial Registration Statement and
any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by
the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor, or the Company is otherwise in
breach or default (describing such failure, breach or default with reasonable particularity) in any material respect under any of
the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such
failure, breach or default is not cured within ten (10) Trading Days after notice of such failure, breach or default is delivered to
the Company pursuant to Section 10.4; (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 thirty (30) consecutive Trading Days or for more than an aggregate of one hundred
twenty (120) 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 three (3) consecutive Trading Days; or (f) the Company is in
material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is
not cured within ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4.
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, the Company shall publicly disclose such information in accordance with Regulation FD and the
applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately
preceding sentence. Notwithstanding anything else to the contrary in this Section 8.2, the Investor shall have the right to
terminate this Agreement by written notice to the Company, at any time prior to the Closing.


 






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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 IX (Indemnification),
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 Securities, 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 six (6) months
following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any
party shall (w) become effective prior to the first (1st) Trading Day immediately following the applicable VWAP Purchase
Settlement Date related to any pending VWAP Purchase Notice that has not been fully settled in accordance with the terms and
conditions of this Agreement (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 VWAP Purchase, and that the parties shall fully perform their respective obligations with
respect to any such pending VWAP Purchase under the Transaction Documents), (x) 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, (y) affect the Investor Expenses Reimbursement payable to the Investor, all of which fees and expenses shall
be non-refundable when paid on the date of this Agreement pursuant to Section 10.1(i), regardless of whether the Commencement shall
occur or whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (z) affect any
Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that
all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall occur or
whether any VWAP 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 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 the Transaction Documents to which it is a party.


 






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ARTICLE
IX

INDEMNIFICATION


 


Section
9.1  Indemnification of Investor. In consideration of the Investor’s execution and delivery of this
Agreement and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the
Transaction Documents to which it is a party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold
harmless the Investor, each of its directors, officers, shareholders, members, partners, employees, representatives, agents and
advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such
title or any other title), each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act), and the respective directors, officers, shareholders, members, partners, employees,
representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor
Party”), from and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses
(including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of defense and
investigation) (collectively, “Damages”) that any Investor Party may suffer or incur as a result of or
relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this
Agreement, the Registration Rights Agreement or in the other Transaction Documents to which it is a party or (b) any action, suit,
claim or proceeding (including for these purposes a derivative action brought on behalf of the Company) instituted against such
Investor Party arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents,
other than claims for indemnification within the scope of Section 6 of the Registration Rights Agreement; provided, however,
that (x) the foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted
directly and primarily from a breach of any of the Investor’s representations, warranties, covenants or agreements contained
in this Agreement or the Registration Rights Agreement, and (y) the Company shall not be liable under subsection (b) of this Section
9.1 to the extent, but only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from
which no further appeals are available) that such Damages resulted directly and primarily from any acts or failures to act,
undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless
misconduct.


 


The Company shall reimburse
any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses
reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,
to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action, suit, claim or proceeding,
whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1; provided that the
Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdiction
determines that any Investor Party was not entitled to such reimbursement.


 


An Investor Party’s
right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth
in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party. Such representations,
warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an Investor Party knew or should
have known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant.
Any investigation by such Investor Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.


 


To the extent that the foregoing
undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Damages which is permissible under applicable law.


 






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Section
9.2  Indemnification Procedures. Promptly after an Investor Party receives notice of a claim or the
commencement of an action for which the Investor Party intends to seek indemnification under Section 9.1, the Investor Party will
notify the Company in writing of the claim or commencement of the action, suit or proceeding; provided, however, that
failure to notify the Company will not relieve the Company from liability under Section 9.1, except to the extent it has been
materially prejudiced by the failure to give notice. The Company may (but will not be required to) assume the defense against the
claim, action, suit or proceeding with counsel satisfactory to it. After the Company notifies the Investor Party that the Company
wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any further legal or other
expenses incurred by the Investor Party in connection with the defense against the claim, action, suit or proceeding except that if,
in the opinion of counsel to the Investor Party, it would be inappropriate under the applicable rules of professional responsibility
for the same counsel to represent both the Company and such Investor Party. In such event, the Company will pay the reasonable fees
and expenses of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred.
Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable
respects with the Company in the defense of any action or claim as to which indemnification is sought. The Company will not be
liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, effect any
settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party
and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party
from all liability and claims which are the subject matter of the pending or threatened action.


 


The remedies provided for
in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party
at law or in equity.


 






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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; provided, however, that the Company shall pay, on or prior to the Closing Date, by wire transfer of immediately
available funds to an account designated by the Investor on or prior to the Closing Date, an aggregate amount up to $120,000 (which includes
$70,000 previously paid to the Investor as an initial deposit) as reimbursement for the Investor’s reasonable out-of-pocket expenses
(including the Investor’s legal fees and expenses), in connection with the transaction contemplated by the Transaction Documents
(the “Investor Expense Reimbursement”). For the avoidance of doubt, the Investor Expense Reimbursement shall
be non-refundable when paid on the Closing Date, regardless of whether the Commencement shall occur or whether any VWAP Purchases are
made or settled hereunder or any subsequent termination of 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 Securities pursuant hereto.


 


(ii) Commitment
Shares. In consideration for the Investor’s execution and delivery of this Agreement, on the Closing Date, the
Company, at the Company’s election, shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not
later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, one or
more book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such
designee name shall have been provided to the Company prior to the Closing Date). The Commitment Shares shall be issued in
book-entry form and a book-entry statement shall be promptly delivered by email or such other method of delivery as is customary for
the Company’s transfer agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing
Date regardless of whether any VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement.
Upon issuance, 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 subsection (iv) of this Section 10.1, the certificate or book-entry
statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section
10.1. 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, in each case in
accordance with this Agreement and the Registration Rights Agreement.


 


(iii)
Legends. The certificate(s) or book-entry statement(s) representing the Commitment Shares issued prior to the Effective
Date of the Initial Registration Statement, except as set forth below, shall bear a restrictive legend in substantially the following
form (and stop transfer instructions may be placed against transfer of such Commitment Shares):


 


THE OFFER AND SALE OF THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO:
(1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COUNSEL, IN A CUSTOMARY FORM AND REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Notwithstanding the foregoing
and for the avoidance of doubt, all Shares to be issued in respect of any VWAP 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 or its designees’ 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.


 






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(iv)
Irrevocable Transfer Agent Instructions; Notice of Effectiveness.


 


On the earlier of (a) the Commencement
Date and (b) such time that the Investor shall request, provided all conditions of Rule 144 are met, the Company shall, no later than
one (1) Trading Day following the delivery by the Investor to the Company or its transfer agent of one or more legended certificates or
book-entry statements representing the Commitment Shares issued to the Investor pursuant to Section 10.1(ii) (which certificates or book-entry
statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (a) and (b) of this
sentence), cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC as DWAC Shares
such number of shares of Common Stock equal to the number of Commitment Shares issued to the Investor pursuant to Section 10.1(ii). The
Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without
limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to its transfer agent, and any successor
transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent
and accomplish the purposes of the immediately preceding sentence. 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 Company’s
transfer agent to issue to the Investor or its designee all of the Commitment Shares and the Shares included in the Initial Registration
Statement as DWAC Shares 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 Company’s 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 and Commitment 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. 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(iv) will be given by the Company
to its transfer agent, or any successor transfer agent of the Company, with respect to the Shares and the Commitment Shares from and after
Commencement, and the Shares and the Commitment Shares (as applicable) 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(iv) within five (5) Trading Days after the date
on which the Investor has provided the deliverables referred to above that the Investor is required to provide to the Company or its transfer
agent, 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 the restrictive legend referred to in Section 10.1(iii) hereof (or
any similar restrictive legend) at the greater of (i) the purchase price paid 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.


 






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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.


 


(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 New York 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 ENTERED 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. The Disclosure Schedule
and 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.


 



    43


     


    




 


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 (2nd) 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:



 


EDOC Acquisition Corp.


7612 Main Street Fischer, Suite 200


Victor, NY 14564


Email: kevin.chen@edocmed.net


Attention: Kevin Chen, Chief Executive Officer


 


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


 


Calidi Biotherapeutics, Inc.


11011 North Torrey Pines Road, Suite 200


La Jolla, CA 92037


Attn: Allan Camaisa, Chairman and CEO


Email: acamaisa@calidibio.com


 


Lewis Brisbois Bisgaard & Smith LLP


633 West 5th Street, Suite 4000


Los Angeles, CA 90071


Telephone: (213) 358-6174


Attention: Scott E. Bartel, Esq.


E-Mail: scott.bartel@lewisbrisbois.com


 


If to the Investor:


 


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


 


Morrison & Foerster LLP


2100 L Street NW, Suite 900


Washington, DC 20037


Telephone Number: (202) 887-1584


Email: AndyCampbell@mofo.com


Attention: Andrew P. Campbell


 


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.


 






    44


     


    

 


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 date on which the Initial Registration Statement is initially filed with the Commission.
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 date on which the Initial Registration Statement is initially
filed with the Commission. 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.


 


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 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 date of this Agreement. 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 the immediately preceding sentence and
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.


 






    45


     


    

 


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 V (Representations, Warranties and Covenants of the Company), Article VIII (Termination),
Article IX (Indemnification) and this Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such
termination, and, (ii) so long as the Investor owns any Securities, 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 six months
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.


 


Section
10.14 Publicity. The Company shall afford the Investor and its counsel with a reasonable opportunity to
review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due 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. The Company agrees and acknowledges that its failure to comply with
this provision in all material respects constitutes a Material Adverse Effect for purposes of Section 7.2(xi). Except as may be required
by applicable law, permitted pursuant to Section 6.12 of this Agreement, or a “tombstone” advertisement on the Investor’s
website, the Investor shall not make any public announcement or disclosure regarding this Agreement and the transactions contemplated
hereby without the prior written consent of the Company.


 


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]


 






    46


     


    

 


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


 


	 	EDOC ACQUISITION CORP.:
	 	 
	 	By:	/s/ Kevin Chen
	 	Name: 	Kevin Chen
	 	Title:	Chief Executive Officer
	 	 
	 	TUMIM STONE CAPITAL LLC:
	 	 
	 	By:	/s/ Maier J. Tarlow
	 	Name: 	Maier J. Tarlow
	 	Title:	Manager on Behalf of the GP


 






     


     


    

 


ANNEX I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS


 


“Action” means any action,
lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any Governmental Authority.


 


“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.


 


“Aggregate Limit” shall
have the meaning assigned to such term in Section 2.1.


 


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


 


“Average Price” means
a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross purchase
price paid by the Investor for all Shares purchased pursuant to this Agreement up to and including the date as of which the Average Price
is computed, by (ii) the aggregate number of Shares issued pursuant to this Agreement up to and including the date as of which the Average
Price is computed.


 


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


 


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


 


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


 


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


 


“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 (or if the Common Stock is then traded on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or,
if the Trading Market (or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate
the closing trade price for the Common Stock, then the last trade price for the Common Stock prior to 4:00 p.m., New York City time,
as reported by Bloomberg, or, if the foregoing do not apply, the last trade price for the Common Stock in the over-the-counter
market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no last trade price is reported for
the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported by OTC Markets Group Inc. All such determinations shall be appropriately adjusted for any stock splits, stock
dividends, stock combinations, recapitalizations or other similar transactions during such period.


 






    I-1


     


    

 


“Code” shall have the
meaning assigned to such term in Section 5.25.


 


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


 


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


 


“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 shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished
to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished
to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since November 9, 2020 and which hereafter shall be
filed with or furnished to the Commission by the Company, including, without limitation, the Current Report, (2) each Registration Statement,
as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (3) all information
contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.


 


“Commitment Shares”
means 150,000 shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock.


 


“Common Stock” means
(i) if prior to the Redomestication, the Company’s ordinary shares, $0.0001 par value per share or (ii) on or after the Redomestication,
the Company’s shares of common stock and (y) any capital stock into which such common stock shall have been changed or any share
capital resulting from a reclassification of such common stock.


 


“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.


 






    I-2


     


    

 


“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).


 


“Cover Price” shall
have the meaning assigned to such term in Section 3.2.


 


“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.


 


“Disclosure Schedule”
shall have the meaning assigned to such term in the preamble to Article V.


 


“Disqualification Event”
shall have the meaning assigned to such term in Section 5.40.


 


“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 5.34.


 


“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 designee’s specified Deposit/Withdrawal at Custodian (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 New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, or the NYSE Arca (or any nationally
recognized successor to any of the foregoing).


 


“Employee Plan” shall
have the meaning assigned to such term in Section 5.25.


 






    I-3


     


    

 


“Environmental Laws”
shall have the meaning assigned to such term in Section 5.19.


 


“ERISA” shall have the
meaning assigned to such term in Section 5.25.


 


“ERISA Affiliate” shall
have the meaning assigned to such term in Section 5.25.


 


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


 


“Exempt Issuance” means
the issuance of (a) (1) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company
pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members
of a committee of the Board of Directors established for such purpose, or (2) Common Stock, options or other equity incentive awards to
employees, officers, directors, or vendors of the Target pursuant to any equity incentive plan assumed in the Business Combination (b)
(1) any Securities issued to the Investor pursuant to this Agreement, (2) any securities issued upon the exercise or exchange of or conversion
of any shares of Common Stock or Common Stock Equivalents held by the Investor or any of its Affiliates at any time, or (3) any securities
issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the Closing Date, provided
that such securities referred to in this clause (3) have not been amended since the Closing Date to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions,
divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Company’s Board of Directors or a
majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships,
collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be
to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities, (d) Common Stock and Common Stock Equivalents issued pursuant to the
PIPE Purchase Agreement, (e) Common Stock issued pursuant to an Employee Stock Purchase Plan or (f) Common Stock issued and Common Stock
Equivalents issued in connection with the Business Combination Agreement.


 


“FCPA”
means the Foreign Corrupt Practices Act.


 


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


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“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; provided, that, for purposes of this Agreement, the Business Combination shall not be deemed a
Fundamental Transaction.


 






    I-4


     


    

 


“GAAP” shall have the
meaning assigned to such term in Section 5.7(b).


 


“Governmental Authority”
means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, regulatory
or administrative agency (which for the purposes of this Agreement shall include the Commission), governmental commission, department,
board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.


 


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


 


“Intellectual Property Rights”
shall have the meaning assigned to such term in Section 5.18(b).


 


“Investment Period”
means the period commencing on the Commencement Date and expiring on the date this Agreement is terminated pursuant to Article VIII.


 


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


 


“Investor Expense Reimbursement”
shall have the meaning assigned to such term in Section 10.1(i).


 


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


 


“Issuer Covered Person”
shall have the meaning assigned to such term in Section 5.40.


 


“Knowledge” means the
actual knowledge of any of the Company’s Chief Executive Officer or its Chief Financial Officer and Principal Accounting and Financial
Officer, in each case after reasonable inquiry.


 


“Material Adverse Effect”
means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material
adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii)
any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely 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 condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen
would likely, 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 no facts, circumstances, changes or effects
exclusively and directly resulting from, relating to or arising out of the following, individually or in the aggregate, shall be taken
into account in determining whether a Material Adverse Effect has occurred or insofar as reasonably can be foreseen would likely occur:
(a) changes in conditions in the U.S. or global capital, credit or financial markets generally, including changes in the availability
of capital or currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate manner
as compared to other similarly situated companies; (b) changes generally affecting the industries in which the Company and its Subsidiaries
operate, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a materially disproportionate
manner as compared to other similarly situated companies; (c) any effect of the announcement of, or the consummation of the transactions
contemplated by, this Agreement and the other Transaction Documents on the Company’s relationships, contractual or otherwise, with
customers, suppliers, vendors, bank lenders, strategic venture partners or employees; (d) changes arising in connection with earthquakes,
pandemics, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such pandemic,
hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof; (e) any action taken by the Investor
with respect to the transactions contemplated by this Agreement; and (f) the effect of any changes in applicable laws or accounting rules,
provided such changes shall not have affected the Company in a materially disproportionate manner as compared to other similarly situated
companies.


 






    I-5


     


    

 


“Material Agreements”
shall have the meaning assigned to such term in Section 5.20.


 


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


 


“Money Laundering Laws”
shall have the meaning assigned to such term in Section 5.37.


 


“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(iv).


 


“OFAC”
means the Office of Foreign Assets Control.


 


“Organizational
Documents” means (i) if prior to the Redomestication, the Company’s Memorandum and Articles of Association or
(ii) on or after the Redomestication, the Company’s Certificate of Incorporation, as filed with the Secretary of State of the
State of Delaware, and the Company’s Bylaws.


 


“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.


 


“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.


 


“PIPE Purchase Agreement”
means that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and each of the purchasers identified
on the signature pages thereto.


 


“Preferred Stock” means
(i) if prior to the Redomestication, the Company’s preferred shares, $0.0001 par value per share or (ii) on or after the Redomestication
(x) the Company’s blank check preferred stock, the terms of which may be designated by the Board of Directors of the Company in
a certificate of designations and (y) any capital stock into which such preferred stock shall have been changed or any share capital resulting
from a reclassification of such preferred stock (other than a conversion of such preferred stock into Common Stock in accordance with
the terms of such certificate of designations).


 


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


 


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


 


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


 


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


 


“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 of this Agreement.


 


“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.


 






    I-6


     


    

 


“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.


 


“Sarbanes-Oxley
Act” shall have the meaning assigned to such term in Section 5.7(e).


 


“Sanctions” shall have
the meaning assigned to such term in Section 5.38.


 


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


 


“Securities” means collectively,
the Shares and the Commitment Shares.


 


“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 VWAP Purchase
Notices, but not including the Commitment Shares.


 


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


 


“Stockholder Approval”
shall have the meaning assigned to such Section 3.3(a).


 


“Subsidiary” shall mean
any corporation or other entity 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.


 


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


 


“Tax Return” means any
return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority
with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements of any of
the foregoing.


 


“Taxes” means all federal,
state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added,
inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property,
sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition
thereto.


 


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


 






    I-7


     


    

 


“Trading Day” shall
mean a full trading day (beginning at 9:30:01 a.m., New York City time, and ending at 4:00 p.m., New York City time) on the Trading Market
or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market.


 


“Trading Market” means
The Nasdaq Capital Market (or any nationally recognized successor thereto). If the Company’s Common Stock becomes listed on an Eligible
Market and ceases to be listed on the Trading Market, the Eligible Market upon which the Company’s Common Stock becomes listed shall
be the Trading Market.


 


“Transaction Documents”
means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto, the Registration Rights Agreement
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.


 


“Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion
price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the
Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including,
without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard
anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii)
issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other
than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction),
or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including,
without limitation, a “Black-Scholes” put or call right, other than in connection with a Fundamental Transaction) that provides
for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement,
including, but not limited to, an “equity line of credit” (other than with the Investor) or “at the market offering”
or other continuous 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.


 


“Trust Fund” shall have
the meaning assigned to such term in Section 4.13.


 


“VWAP” means, for
the Common Stock as of any Trading Day, the dollar volume-weighted average price for the Common Stock on the Trading Market (or, if
the Common Stock is then listed on an Eligible Market, on such Eligible Market) during the period beginning at the official open (or
commencement) of trading on the Trading Market (or on such Eligible Market, as applicable) on such Trading Day, and ending at the
official close of trading on the Trading Market (or on such Eligible Market, as applicable) on such Trading Day, as reported by
Bloomberg through its “AQR” function. All such determinations shall be appropriately adjusted by the Company for any
stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 






    I-8


     


    

 


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


 


“VWAP Purchase Condition Satisfaction
Time” means, with respect to any VWAP Purchase, 8:30 a.m., New York City time, on the applicable VWAP Purchase Exercise
Date for such VWAP Purchase.


 


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


 


“VWAP Purchase Date”
means, with respect to any VWAP Purchase, the second (2nd) Trading Day following the VWAP Purchase Exercise Date for such VWAP
Purchase.


 


“VWAP Purchase Exercise Date”
means, with respect to any VWAP Purchase, the Trading Day on which the Investor receives a valid VWAP Purchase Notice for such VWAP Purchase
in accordance with this Agreement; provided, that, if such VWAP Purchase Notice is received after 8:30 a.m., New York City time,
on any day, it shall be deemed to have been received at 8:30 a.m., New York City time, on the immediately following Trading Day.


 


“VWAP Purchase Maximum Amount”
means with respect to any VWAP Purchase, a number of shares of Common Stock equal to the lesser of (i) the product obtained by multiplying
(A) the average daily trading volume in the Common Stock on the Trading Market (or Eligible Market, as applicable) during the five (5)
Trading Days immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase and (B) 0.30, and (ii) the quotient
obtained by dividing (A) $10,000,000 by (B) the VWAP of the Common Stock on the Trading Market (or Eligible Market, as applicable) on
the Trading Day immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase; provided, that, the Investor
may, in its sole discretion, waive the VWAP Purchase Maximum Amount with respect to any VWAP Purchase in the event the resale of the Registrable
Securities by the Investor is registered pursuant to an effective Registration Statement on Form S-3 on the date of the applicable VWAP
Purchase Notice.


 


“VWAP Purchase Notice”
means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered by the Company to the Investor
on a VWAP Purchase Exercise Date directing the Investor to purchase a VWAP Purchase Share Amount (such specified VWAP Purchase Share Amount
subject to adjustment as set forth in Section 3.1 as necessary to give effect to the applicable VWAP Purchase Maximum Amount), at the
VWAP Purchase Price therefor in accordance with this Agreement.


 


“VWAP
Purchase Price” means, with respect to any VWAP Purchase, the purchase price per Share to be purchased by the Investor
in such VWAP Purchase, which shall equal the product of (A) the lowest daily VWAP during the three (3) consecutive Trading Days
beginning on the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by (B) 0.960 (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar
transaction).


 


“VWAP Purchase Settlement Date”
shall have the meaning assigned to such term in Section 3.2.


 


“VWAP Purchase Share Amount”
means, with respect to any VWAP Purchase, the number of Shares specified by the Company in the applicable VWAP Purchase Notice, which
number of Shares shall not exceed the applicable VWAP Purchase Maximum Amount


 






    I-9


     


    

 


EXHIBIT A


 


Registration Rights Agreement


 


[See Attached]


 


 


 


 


 


 






     


     


    

 


EXHIBIT B


 


Form of Closing Certificate


 


CLOSING CERTIFICATE


 


[●], 2022


 


The undersigned, the Chief Executive Officer of
[●], a Delaware corporation (the “Company”), delivers this certificate in connection with the Common Stock
Purchase Agreement, dated as of [●], 2022 (the “Agreement”), by and between the Company and [   ] (the “Investor”),
and hereby certifies on the date hereof 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 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 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 Company’s 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 Bylaws of the Company, as amended through, and as in full
force and effect on, the date hereof, 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.


 


[Signature page follows]


 






     


     


    

 


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


 


	 	By:	 
	 	Name: 	 [●]
	 	Title:	 Chief Executive Officer


 






     


     


    

 


EXHIBIT A


 


Certificate of Incorporation


 


[See Attached]


 


 


 


 


 


 






     


     


    

 


EXHIBIT B


 


Bylaws


 


[See Attached]


 


 


 


 


 


 






     


     


    

 


EXHIBIT C


 


Resolutions


 


[See Attached]




 


 


 


 


 


 






     


     


    

 


EXHIBIT C


 


Form of Compliance Certificate


 


COMPLIANCE CERTIFICATE


 


The undersigned, the Chief Financial Officer of [●], a Delaware
corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement,
dated as of [●], 2022 (the “Agreement”), by and between the Company and [   ](the “Investor”),
and hereby certifies on the date hereof that, to the best of her 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 Chief Financial Officer of the Company.



 


2.
Except as set forth in the attached Disclosure Schedule, 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 with the same force and effect as if made on the Commencement Date, 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 with the same force and effect as if made on the Commencement Date, 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.


 


4.
In accordance with Section 10.1(iv) of the Agreement, the Company has taken all actions necessary for the Commitment Shares to be delivered
to the Investor electronically as DWAC Shares, and the Commitment Shares, upon such delivery, will be freely tradable and transferable
and without restriction on resale pursuant to and as set forth in the Registration Statement and the Prospectus and without any stop transfer
instructions maintained against the Commitment Shares. The Company confirms that the Shares issuable in respect of each VWAP 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 without restriction on resale pursuant to and as set forth in the Registration Statement
and the Prospectus and without any stop transfer instructions maintained against such Shares.


 


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


 


6.
As of the Commencement Date, the Company has reserved out of its authorized and unissued Common Stock, [●] shares of Common Stock
solely for the purpose of effecting VWAP 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.


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	By:	
	 	Name: 	[●]
	 	Title: 	Chief Financial Officer