Exhibit
10.1


 


	Date:	 	June
    16, 2022
	 	 	 
	To:	 	Northern
Lights Acquisition Corp. (“Counterparty”) and SHF, LLC, doing business as Safe Harbor Financial (the “Target”)

	 	 	 
	Address:	 	10
    East 53rd Street, Suite 3001 
	 	 	New
    York, New York 10022
	 	 	 
	From:	 	Midtown
    East Management NL LLC, a Delaware limited liability company (“Seller”)
	 	 	 
	Re:	 	OTC
    Equity Prepaid Forward Transaction


 


The
purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”)
entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be as set forth
in this Confirmation, with additional terms as set forth in a Pricing Date Notice (the “Pricing Date Notice”) in the
form of Schedule A hereto. This Confirmation, together with the Pricing Date Notice, constitutes a “Confirmation” and the
Transaction constitutes a separate “Transaction” as referred to in the ISDA Form (as defined below).


 


This
Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as
to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous
written or oral communications with respect thereto.


 


The
2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions
and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any
inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions,
the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the
Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA Form.


 


This
Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of
the 2002 ISDA Master Agreement (the “ISDA Form”) as if Seller, Target and Counterparty had executed an agreement in
such form (but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the
Transaction.


 


The
terms of the particular Transaction to which this Confirmation relates are as follows:


 


General
Terms


 


	Type
    of Transaction:	 	Share
    Forward Transaction
	 	 
	Trade
    Date:	 	June
    16, 2022
	 	 
	Pricing
    Date:	 	As
    specified in the Pricing Date Notice.
	 	 
	Effective
    Date:	 	One
    (1) Settlement Cycle following the Pricing Date.
	 	 	 
	Valuation
    Date:	 	The
    earlier to occur of (a) the third anniversary of the closing of the transactions (the “Maturity Date”) between
    Counterparty and Target pursuant to the Unit Purchase Agreement, dated as of February 11, 2022 (the “Purchase Agreement”),
    by and among Counterparty, 5AK, LLC, a Delaware limited liability company, in its capacity as the representative for the stockholders
    of the Counterparty other than the Target, SHF Holding Co, LLC, a Colorado limited liability company, Partner Colorado Credit Union,
    a Colorado corporation, and the Target, as reported on the Form 8-K filed by the Counterparty on February 14, 2022 (the “Form
    8-K”) (the “Business Combination”) and (b) the date specified by Seller in a written notice to be delivered
    at Seller’s discretion (not earlier than the day such notice is effective) of the occurrence of a VWAP Trigger Event.





 






    	 



     


    

 


	VWAP
    Trigger Event:	 	An
    event that occurs if either: (i) the Shares are delisted from The Nasdaq Stock Market (“Nasdaq”) or (ii) during
    any 30 consecutive Scheduled Trading Day-period following the closing of the Business Combination, the VWAP Price for 20 Scheduled
    Trading Days during such period shall be less than $3.00 per Share.
	 	 	 
	VWAP
    Price:	 	For
    any Scheduled Trading Day, the Rule 10b-18 volume weighted average price per Share for such day as reported on Bloomberg Screen “NLIT
    <Equity> AQR SEC” (or any successor thereto).
	 	 
	Pricing
    Date Notice:	 	Seller
    shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business
    Combination.
	 	 
	Seller:	 	Seller.
	 	 
	Buyer:	 	Counterparty,
    to be renamed SHF Holdings, Inc. after the closing of the Business Combination.
	 	 
	Shares:	 	Prior
    to the closing of the Business Combination, the Class A Common Stock, $0.0001 par value per share, of Northern Lights Acquisition
    Corp., a Delaware corporation (Ticker: “NLIT”) and, after the closing of the Business Combination, the shares
    of Class A Common Stock, $0.0001 par value per share, of SHF Holdings, Inc. (the “Issuer”)
	 	 
	Number
    of Shares:	 	The
    sum of (a) the number of Recycled Shares and (b) the number of Additional Shares, as specified in the Pricing Date Notice, but in
    no event more than the Maximum Number of Shares. The Number of Shares is subject to reduction as described under “Optional
    Early Termination.”
	 	 
	Maximum
    Number of Shares:	 	The
    lesser of 5,000,000 and such number of Shares such that the Section 16 Percentage (as defined below) as of the Pricing Date is equal
    to 9.9%.
	 	 
	Seller
    Purchases:	 	Seller
    shall use commercially reasonable efforts to purchase up to the Maximum Number of Shares; provided that, Seller shall not purchase
    any Shares to the extent such purchases would breach any U.S. federal or state securities laws or the rules, regulations or applicable
    interpretations of the Securities and Exchange Commission. 
	 	 	 
	Forward
    Price:	 	The
    Redemption Price (the “Redemption Price”) as defined in Section 9.2(a) of the Counterparty’s Amended and
    Restated Certificate of Incorporation, filed by the Counterparty with the Secretary of State of the State of Delaware on June 21,
    2021 (the “Certificate of Incorporation”).
	 	 	 
	Reset
    Price:	 	Initially,
    the Redemption Price. The Reset Price shall be adjusted on the first Scheduled Trading Day of each month commencing on the first
    calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) $10.00
    and (c) the VWAP Price of the last ten (10) Scheduled Trading Days of the prior calendar month, but not lower than $5.00; provided,
    however, that if the Counterparty offers and sells Shares in a follow-on offering, or series of related offerings, at a price lower
    than, or upon any conversion or exchange price of currently outstanding or future issuances of any securities convertible or exchangeable
    for Shares being equal to a price lower than, the then-current Reset Price (the “Offering Price”), then the Reset
    Price shall be further reduced to equal the Offering Price.





 






    	 



     


    

 


	Recycled
    Shares:	 	The
    number of Shares purchased by Seller from third parties (other than Counterparty) prior to the redemption date for such Shares (as
    determined pursuant to the Certificate of Incorporation; provided that Seller shall have irrevocably waived all redemption rights
    with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” Seller
    shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the Pricing Date Notice.
	 	 	 
	Additional
    Shares:	 	Any
    Additional Shares will be purchased from the Counterparty at the Redemption Price, with such number of Shares to be equal to the
    difference of (x) the Maximum Number of Shares minus (y) the Recycled Shares, provided that no issuance or agreement to issue Additional
    Shares shall occur until permitted under the securities purchase agreement dated as of February 11, 2022 between the Counterparty
    and certain investors. 
	Prepayment:	 	Applicable.
	 	 
	Prepayment
    Amount:	 	An
amount equal to the Number of Shares underlying the Transaction multiplied by the Redemption Price.

	 	 
	Prepayment
    Date:	 	One
    (1) Local Business Day after the closing of the Business Combination.
	 	 
	Variable
    Obligation:	 	Not
    applicable.
	 	 
	Exchange(s):	 	Nasdaq
    Capital Market.
	 	 
	Related
    Exchange(s):	 	All
    Exchanges.
	 	 
	Structuring
    Fees:	 	On
    the Prepayment Date and each Payment Date, Counterparty shall pay to Midtown Madison Management LLC, a designated affiliate of Seller,
    a structuring fee (the “Structuring Fee”) in the amount of $5,000 on the last day of each calendar quarter or,
    if such date is not a Local Business Day, the next following Local Business Day, until the Maturity Date, payable in advance.
	 	 	 
	Break-Up
    Fees:	 	A
    Break-Up Fee equal to (i) all (a) Structuring Fees and (b) attorney fees and other reasonable expenses related thereto incurred by
    Seller or its affiliates in connection with this Transaction, plus (ii) $1,000,000, shall be payable to Seller upon any Additional
    Termination Event following the consummation of the Transaction except where the Additional Termination Event occurred as a result
    of regulatory items or a material breach of Seller’s obligations hereunder; except that, Seller hereby irrevocably waives any
    and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the
    Counterparty’s Trust Account, as described more fully in its final prospectus for its initial public offering filed with the
    Securities and Exchange Commission on June 23, 2021, and agrees not to seek recourse against the Trust Account; in each case, as
    a result of, or arising out of, this Transaction; provided, however, that nothing herein shall (x) serve to limit or prohibit Seller’s
    right to pursue a claim against the Counterparty for legal relief against assets held outside the Trust Account, for specific performance
    or other equitable relief, (y) serve to limit or prohibit any claims that the Seller may have in the future against the Counterparty’s
    assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any
    assets that have been purchased or acquired with any such funds) or (z) be deemed to limit any Seller’s right, title, interest
    or claim to the Trust Account by virtue of such Seller’s record or beneficial ownership of securities of the Counterparty acquired
    by any means other than pursuant to this Transaction, including but not limited to any redemption right with respect to any such
    securities of the Seller. The Counterparty and Target shall be jointly and severally liable for any Break-Up Fees payable hereunder.
    


 




    	 



     


    

 


	Payment
    Dates:	 	With
    respect to Counterparty, the last day of each calendar quarter or, if such date is not a Local Business Day, the next following Local
    Business Day, until the Maturity Date.
	 	 
	Period
    End Date:	 	Each
    Payment Date during the term of the Transaction.
	 	 	 
	Calculation
    Period:	 	Notwithstanding
    anything to the contrary in Section 4.13 of the Swap Definitions, each period from, and including, one Period End Date to, but excluding,
    the next following applicable Period End Date during the term of the Transaction, except that (a) the initial Calculation Period
    will commence on, and include, the date of the closing of the Business Combination and (b) the final Calculation Period will end
    on, but exclude the Settlement Date.
	 	 
	Reimbursement
    of Legal Fees and Expenses:	 	On
    the Effective Date, Counterparty shall pay to Seller an amount equal to the attorney fees and other reasonable expenses related thereto
    incurred by Seller or its affiliates in connection with this Transaction in an amount not to exceed $100,000. In addition, on the
    Effective Date, Counterparty shall reimburse Seller for its reasonable costs and expenses incurred in connection with the acquisition
    of Subject Shares in an amount not to exceed $0.05 per Share.


 


Settlement
Terms


 


	Settlement
    Method Election:	 	Not
    Applicable.
	 	 	 
	Settlement
    Method:	 	Physical
    Settlement.
	 	 	 
	Settlement
    Currency:	 	USD.
	Settlement
    Date:	 	Two
    (2) Exchange Business Days following the Valuation Date.
	 	 	 
	Excess
    Dividend Amount	 	Ex
    Amount.
	 	 	 
	Additional
    Payment on Settlement:	 	On
    the Settlement Date, Counterparty shall pay to Midtown Madison Management any accrued and unpaid Structuring Fees.
	 	 	 
	Optional
    Early Termination:	 	From
    time to time and on any Exchange Business Day following the date of the closing of the Business Combination (any such date, an “OET
    Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction
    in whole or in part so long as Seller provides written notice to Counterparty (the “OET Notice”) no later than
    the later of (a) the third Local Business Day following the OET Date and (b) the first Payment Date after the OET Date, which shall
    specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”).
    The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET
    Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller equal
    to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination
    Obligation”); the remainder of the Transaction, if any, shall continue in accordance with its terms; provided that if the
    OET Date is also the stated Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions
    of “Settlement Terms.” Seller shall pay to Counterparty any and all unsatisfied Early Termination Obligations, calculated
    as of the last day of each calendar month, on the first Local Business Day following such day.
	 	 	 
	Maturity
    Consideration	 	At
    the Maturity Date, Seller shall be entitled to (1) the product of the Shares then held by Seller multiplied by the Forward Price,
    and (2) an amount, in cash or Shares at the sole discretion of Counterparty, equal to (a) in the case of cash, the product of (i)(x)
    the Maximum Number of Shares less (y) the number of Terminated Shares and (ii) $2.00 (the “Maturity Cash Consideration”)
    and (b) in the case of Shares, (i) the Maturity Cash Consideration divided by (ii) the VWAP Price for the 30 Scheduled Trading Days
    prior to the Maturity Date.


 






    	 



     


    

 


Share
Adjustments:


 


	Method
    of Adjustment:	 	Calculation
    Agent Adjustment.


 


Extraordinary
Events:


 


Consequences
of Merger Events involving Counterparty:


 


	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Cancellation
    and Payment.
	 	 	 
	Share-for-Combined:	 	Component
    Adjustment.
	 	 	 
	Tender
    Offer:	 	Applicable;
    provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding
    Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions
    are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.


 


Consequences
of Tender Offers:


 


	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Combined:	 	Calculation
    Agent Adjustment.
	 	 	 
	Composition
    of Combined Consideration:	 	Not
    Applicable.
	 	 	 
	Nationalization,
    Insolvency or Delisting:	 	Cancellation
    and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity
    Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately
    re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market
    (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent,
    has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any
    such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
	 	 	 
	Business
    Combination Exclusion:	 	Notwithstanding
    the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event,
    Tender Offer, Delisting or any other Extraordinary Event hereunder.


 


Additional
Disruption Events:


 


	(a)
    Change in Law:	 	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the
    avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)”
    after the word “regulation” in the second line thereof.





 


	(a)
    Failure to Deliver:	 	Not
    Applicable.



 






    	 



     


    

 


	(b)
    Insolvency Filing:	 	Applicable.
	 	 	 
	(c)
    Hedging Disruption:	 	Not
    Applicable.
	 	 	 
	(d)
    Increased Cost of Hedging:	 	Not
    Applicable.
	 	 	 
	(e)
    Loss of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	(f)
    Increased Cost of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	Determining
    Party:	 	For
    all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is
    continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third
    Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.
	 	 	 
	Additional
    Provisions: 	 	 
	 	 	 
	Calculation
    Agent:	 	Seller,
                                            unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred
                                            and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations
                                            as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market
                                            selected by Counterparty in its sole discretion will be the Calculation Agent.

                                                          

    In
    the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make
    any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have
    such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the
    dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be
    jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise of its rights hereunder (once
    selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree
    on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers
    shall agree on a Third Party Dealer by the end of the subsequent Business Day. Such Third Party Dealer shall be deemed to be the
    Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered
    to the Calculation Agent not later than the third Business Day following the Business Day on which the Calculation Agent notifies
    the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute
    Calculation Agent shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second
    Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall
    be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the
    non-Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following
    the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination
    of the Calculation Agent shall apply.

	 	 	 
	Non-Reliance:	 	Applicable.
	 	 	 
	Agreements
    and Acknowledgements Regarding Hedging Activities:	 	Applicable.
	 	 	 
	Additional
    Acknowledgements:	 	Applicable.


 




    	 



     


    

 


Collateral
Provisions:


 


	Grant
    of Security Interest:	 	Seller
    hereby grants a security interest in the Collateral to Counterparty to secure the payment or performance of all of Seller’s
    present and future obligations to Counterparty with respect to this Transaction.
	 	 
	Collateral:	 	All
                                            of the following personal property of Seller, wherever located, and now owned, held or existing,
                                            or hereafter acquired or arising:

    (i)
    all cash proceeds of the sale, transfer or other disposition (other than in connection with any Permitted PB Activities (as defined
    in the Limited Liability Agreement of Seller) and cash flow posted to the Seller as credit enhancements under those Permitted PB
    Activities) of Recycled Shares or the Additional Shares (together, the “Subject Shares”) standing to the credit
    of the Securities Account;

    (ii)
    the deposit account of Seller at First Republic Bank in which such cash proceeds will be deposited; and

    (iii)
    to the extent not listed above as original collateral, proceeds and products of the foregoing.

	 	 
	Securities
    Account:	 	The
    securities account opened or to be opened in the name of Seller and maintained at the Securities Intermediary, and any renumbering
    of that account and any permitted account in replacement thereof. Seller will immediately upon establishment of the Securities Account
    furnish to Counterparty information identifying the Securities Account. Seller will instruct the Securities Intermediary to deposit
    all cash proceeds of any sale or other disposition (other than in connection with any Permitted PB Activities) of the Subject Shares
    into a deposit account in the name of Seller at First Republic Bank.
	 	 
	Securities
    Intermediary:	 	Cantor
    Fitzgerald or U.S. Bank, each a nationally recognized “securities intermediary” (as defined in Article 8 of the UCC)
    that will maintain the Securities Account.
	 	 
	Perfection:	 	Seller
    authorizes Counterparty to file one or more financing statements, in the standard form for a UCC-1 filing or other appropriate form,
    describing the Collateral to perfect the security interest created hereby and otherwise make it effective against third parties.
    Seller hereby authorizes Counterparty at any time and from time to time to amend any financing statements naming Seller as “debtor”
    to include the Collateral. In addition, Seller, Counterparty and First Republic Bank shall enter into a customary deposit account
    control agreement in form and substance acceptable to such Bank. Counterparty agrees that it will not send to First Republic Bank
    a notice of exclusive control (or similar communication), and that it will not otherwise exercise any of its rights under such deposit
    account control agreement unless an Event of Default has occurred and is continuing and Counterparty is exercising its rights as
    a secured creditor in the Collateral. 


 


Schedule
Provisions:


 


	Specified
    Entity:	 	In
                                            relation to both Seller and Counterparty for the purpose of:

    Section
    5(a)(v), Not Applicable

    Section
    5(a)(vi), Not Applicable

    Section
    5(a)(vii), Not Applicable

    Section
    5(b)(v), Not Applicable

	 	 
	Cross-Default	 	The
    “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
	 	 
	Credit
    Event Upon Merger	 	The
    “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.
	 	 	 
	Automatic
    Early Termination:	 	The
    “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.
	 	 
	Termination
    Currency:	 	United
    States Dollars.





 






    	 



     


    

 


	Additional
    Termination Event:	 	Will
                                            apply to Seller and to Counterparty. The occurrence of either of the following events shall
                                            constitute an Additional Termination Event in respect of which Seller and Counterparty shall
                                            both be Affected Parties:

    (a)
    The Business Combination fails to close on or before the Outside Date (as defined in the Purchase Agreement) (as such Outside Date
    may be amended or extended from time to time).

    (b)
    The Purchase Agreement is terminated prior to the closing of the Business Combination.

    Subject
    to the Break-Up Fee, if this Transaction terminates due to the occurrence of either of the foregoing Additional Termination Events,
    then, subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty
    or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage
    costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under
    the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due under Sections 2,
    6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement
    of Legal Fees and Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due
    to the occurrence of either of the foregoing Additional Termination Events.

	 	 
	Governing
    Law:	 	New
    York law (without reference to choice of law doctrine).
	 	 
	Credit
    Support Document:	 	With
    respect to Seller, the deposit account control agreement referred to under “Perfection” above shall be a Credit Support
    Document in respect of the Seller. With respect to Counterparty, None.
	 	 
	Credit
    Support Provider:	 	With
    respect to Seller and Counterparty, None.
	 	 
	Local
    Business Days:	 	Seller
                                            specifies the following places for the purposes of the definition of Local Business Day as
                                            it applies to it: New York.

    Counterparty
    specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.



 


Representations,
Warranties and Covenants


 


	1.	Each
                                            of Counterparty and Seller represents and warrants to, and covenants and agrees with, the
                                            other as of the date on which it enters into the Transaction that (in the absence of any
                                            written agreement between the parties that expressly imposes affirmative obligations to the
                                            contrary for the Transaction):



 


	(a)	Non-Reliance.
    It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether
    the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary.
    It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter
    into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction
    will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received
    from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction. 
	 	 
	(b)	Assessment
    and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional
    advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes,
    the risks of the Transaction. 


 




    	 



     


    

 


	(c)	Non-Public
    Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
    Act”). 


 


	(d)	Eligible
    Contract Participant. It is an “eligible contract participant” under, and as defined in, the Commodity Exchange
    Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3). 


 


	(e)	Tax
    Characterization. It shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes,
    and it shall not take any action or tax return filing position contrary to this characterization. 


 


	(f)	Private
    Placement. It (i) is an “accredited investor” as such term is defined in Regulation D as promulgated under the
    Securities Act of 1933, as amended (the “Securities Act”), (ii) is entering into the Transaction for its own account
    without a view to the distribution or resale thereof and (iii) understands that the assignment, transfer or other disposition of
    the Transaction has not been and will not be registered under the Securities Act. 


 


	(g)	Investment
    Company Act. It is not and, after giving effect to the Transaction, will not be required to register as an “investment
    company” under, and as such term is defined in, the Investment Company Act of 1940, as amended. 


 


	(h)	Authorization.
    The Transaction has been entered into pursuant to authority granted by its board of directors or other governing authority. It
    has no internal policy, whether written or oral, that would prohibit it from entering into any aspect of the Transaction, including,
    but not limited to, the purchase of Shares to be made in connection therewith. 


 


	2.	Counterparty
                                            represents and warrants to, and covenants and agrees with Seller as of the date on which
                                            it enters into the Transaction that:



 


	(a)	Total
    Assets. It has total assets of at least USD 117,000,000 as of the date hereof. 


 


	(b)	Non-Reliance.
    Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Seller is not making
    any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction
    under any accounting standards. 


 


	(c)	Solvency.
    Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction, solvent and able to
    pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on
    the businesses in which it engages. Counterparty: (i) has not engaged in and will not engage in any business or transaction after
    which the property remaining with it will be unreasonably small in relation to its business, (ii) has not incurred and does not intend
    to incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing its obligations under
    the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption
    by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent” (as such term is defined
    under Section 101(32) of the Bankruptcy Code). If on any Exchange Business Day the Counterparty has liquidity, including cash and
    amounts available for borrowing under any applicable credit facility, of less than $20 million, the Counterparty shall promptly provide
    written notice of such condition to Seller. 


 


	(d)	Public
    Reports. As of the Trade Date, Counterparty is in compliance with its reporting obligations under the Exchange Act, and all
    reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act, when
    considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier
    such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to
    be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
    misleading. 
	 	 
	(e)	No
    Distribution. Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security
    that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part
    be determined by the value of the Shares) or in connection with any future issuance of securities. 


 


	(f)	SEC
    Documents. The Counterparty shall comply with the Securities and Exchange Commission’s Compliance and Disclosure Interpretation
    No. 166.01 for all relevant disclosure in connection with this Confirmation and the Transaction, and will not file with the Securities
    and Exchange Commission any Form 8-K, Registration Statement on Form S-4, proxy statement, or other document that includes any disclosure
    regarding this Confirmation or the Transaction without consulting with and reasonably considering any comments received from Seller,
    provided that, no consultation shall be required with respect to any subsequent disclosures that are substantially similar to prior
    disclosures by Counterparty that were reviewed by Seller. 


 




    	 



     


    

 


	3.	Seller
                                            represents and warrants to, and covenants and agrees with Counterparty as of the date on
                                            which it enters into the Transaction and each other date specified that:



 


	(a)	Regulatory
    Filings. It, together with each other person in the Seller Group (as defined in “Other Provisions” below), is
    in compliance with all material regulatory filings relating to the Counterparty and the Transaction. Counterparty covenants that
    it will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction including, without
    limitation, as may be required by Section 13 or Section 16 under the Exchange Act and, assuming the accuracy of Counterparty’s
    Repurchase Notices (as described under “Repurchase Notices” below) any sales of Subject Shares will be in compliance
    therewith. 


 


	(b)	Compliance
    with SPV Provisions. During the term of this Transaction it will comply with all provisions of Section 9(d) of the Limited
    Liability Company Agreement of Seller and shall not amend or  permit the amendment of such provisions without the written consent
    of Counterparty. Failure to comply with the foregoing covenant shall constitute an Event of Default hereunder. 
	 	 
	(c)	Compliance
    with Law. Seller will comply with applicable law in all material respects in connection with its purchases or sales of any
    Shares in connection with the Transaction.
	 	 
	(d)	Shareholder
    Vote. Seller agrees to not vote any Shares it holds as of the applicable record date in connection with the Business Combination
    at any meeting of the Counterparty’s shareholders (or to provide a written consent for that purpose with respect to such Shares).


 


Transactions
by Seller in the Shares


 


	(a)	Seller
    hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2(a) of the Certificate of Incorporation
    in connection with the Business Combination with respect to Shares it acquires from holders of Shares and identifies on the Pricing
    Notice, other than the Counterparty or affiliates of the Counterparty (each, a “Third Party Shareholder”) who
    have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging
    Period”) beginning on the date of execution of this Agreement and ending at the time reversals of redemptions in connection
    with the Business Combination are no longer permitted (the Shares so acquired, the “Subject Shares”), except as
    required to not exceed the Excess Ownership Position. Following such date, Seller shall notify Counterparty of the number of Subject
    Shares. For the avoidance of doubt, Seller may sell or otherwise transfer, loan or dispose of any of the Subject Shares or any other
    shares or securities of the Counterparty in one or more public or private transactions at any time; provided that if such Subject
    Shares are so transferred prior to the Closing of the Business Combination, such transferee also agrees to waive Redemption Rights
    with respect to such Subject Shares and provided, further, that upon the sale of any Subject Shares the Seller shall immediately
    be deemed to have delivered an OET Notice with respect to such Subject Shares specifying the settlement date of such sale as the
    OET Settlement Date. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.


 


	(b)	Seller
    will give written notice to Counterparty of any sale of Subject Shares by Seller within one (1) Local Business Day following the
    date of such sale, such notice to include the date of the sale and the number of Subject Shares sold. 


 


	(c)	If
    the Business Combination does not close, Counterparty hereby waives the provisions of Section 9.2(c) of the Certificate of Incorporation
    with respect to the Subject Shares (or any other shares of the Counterparty held by Seller or any of its affiliates) in any subsequent
    stockholder meeting to amend the Certificate of Incorporation or approve an initial business combination, and any other applicable
    provisions that would impose redemption or transfer restrictions with respect to the Subject Shares (or any other shares of the Counterparty
    held by Seller or any of its affiliates) provided that such Subject Shares shall not be permitted to be redeemed by Seller during
    the term of this Agreement pursuant to Section (a) above. Notwithstanding anything to the contrary set forth herein, the waiver set
    forth in this paragraph (c) shall survive any termination or expiration of this Confirmation. 


 




    	 



     


    

 


No
Arrangements


 


Seller
and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty
with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Seller may hedge its risk under the Transaction
in any way Seller determines, Seller has no obligation to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty
will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty will not
seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares.


 


Wall
Street Transparency and Accountability Act


 


In
connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties
hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made
by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date
of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify,
amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased
costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.


 


Address
for Notices


 


Notice
to Seller:


 


Midtown
East Management NL LLC


One
Rockefeller Center


32nd
Floor


New
York, NY 10020


 


Notice
to Counterparty:


 


Northern
Lights Acquisition Corp.


10
East 53rd Street, Suite 3001


New
York, New York 10022


 


Following
the Closing of the Business Combination:


SHF
Holdings, Inc.


5269
W. 62nd Avenue


Arvada,
Colorado 80003


Att’n:
Chief Financial Officer


 


Notice
to Target:


 


SHF,
LLC d/b/a Safe Harbor Financial


5269
W. 62nd Avenue


Arvada,
Colorado 80003


Att’n:
Chief Executive Officer


 


Account
Details


 


Account
details for Seller: To be advised.


 


Account
details for Counterparty: To be advised.


 




    	 



     


    

 


Other
Provisions.


 


	(a)	Rule
    10b5-1. 


 


	 	(i)	Counterparty
    represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity
    in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the
    price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or
    sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty
    has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction
    or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply
    with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)
    and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).


 


	 	(ii)	Counterparty
    agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within
    the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter
    into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects
    of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.


 


	 	(iii)	Counterparty
    and Seller each acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected
    in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without
    limiting the generality of the foregoing, Counterparty and Seller each acknowledges and agrees that any such amendment, modification,
    waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and
    no such amendment, modification or waiver shall be made at any time at which Counterparty, Seller, or any officer, director, manager
    or similar person of Counterparty or Seller is aware of any material non-public information regarding Counterparty or the Shares.
    


 


	(b)	Repurchase
    Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Seller a written
    notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding
    Shares as determined on such day is (i) less than the number of Shares outstanding that would result in the percentage of total Shares
    outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (in the case of the first such notice)
    or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding
    represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included
    in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Seller and its affiliates and
    their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
    Person”) from and against any and all losses (including losses relating to Seller’s hedging activities as a consequence
    of remaining or becoming a Section 16 “insider” following the closing of the Business Combination, including without
    limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with
    respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint
    or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Seller with
    a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within thirty (30) days, upon written
    request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing
    for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance
    of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider”
    prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation),
    claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide
    Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty in
    writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
    Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and
    expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated
    by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment
    for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such
    settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement
    of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could
    have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional
    release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably
    satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person
    or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu
    of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as
    a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall
    not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and
    contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination
    of the Transaction. 


 




    	 



     


    

 


	(c)	Transfer
    or Assignment. Except in cases where the Seller assigns or transfers the rights and duties under this Confirmation in order
    to cause the Section 16 Percentage to remain less than or equal to 9.9%, in which case the Seller may freely transfer or assign the
    rights and duties under this Confirmation, the rights and duties under this Confirmation may not be transferred or assigned by any
    party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld. If at any time following
    the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the
    Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership Position”),
    Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction
    to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that
    no Excess Ownership Position exists, then Seller may designate any Exchange Business Day as an Early Termination Date with respect
    to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess
    Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction,
    a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the
    Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of
    Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed
    as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject
    to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all
    persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly
    beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller
    Group” ) and (B) the denominator of which is the number of Shares outstanding. 


 


The
“Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be
aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a
“Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty
that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined
by Seller in its sole discretion.


 


The
“Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to
reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller
Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole
discretion, minus (B) 0.1% of the number of Shares outstanding.


 




    	 



     


    

 


	(d)	Indemnification.
    To the extent an indemnification pursuant to Paragraph (b) above is not applicable, Counterparty agrees to indemnify and hold harmless
    Seller, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each
    such person being an “Indemnified Party”) from and against any and all losses (but not including financial losses
    to an Indemnified Party relating to the economic terms of the Transaction provided that the Counterparty performs its obligations
    under this Confirmation in accordance with its terms), claims, damages and liabilities (or actions in respect thereof), joint or
    several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution
    or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any
    breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Form, regulatory filings related to
    the Transaction (other than as relates to any information provided by Seller or its affiliates), or the consummation of the transactions
    contemplated hereby; provided, however, Counterparty has no indemnification obligations with respect to any loss, claim, damage,
    liability or expense related to the manner in which Seller sells the Subject Shares or any other Shares owned by Seller. Counterparty
    will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense
    is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Seller’s material breach of
    any covenant, representation or other obligation in this Confirmation or the ISDA Form or from Seller’s willful misconduct,
    gross negligence or bad faith in performing the services that are subject of the Transaction. If for any reason the foregoing indemnification
    is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute,
    to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage
    or liability. In addition (and in addition to any other reimbursement of legal fees and expenses contemplated by this Confirmation),
    Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred
    in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action,
    suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action,
    suit or proceeding is initiated or brought by or on behalf of Counterparty; provided, however, that to the extent any indemnification
    payments are paid in advance, but the amount paid by the Indemnified Party as a result of such loss, claim, damage or liabilityis
    reduced in a nonappealable judgment by a court of competent jurisdiction to an amount lower than the advance payment amount, then
    Seller shall repay, or if the Seller is not the Indemnified Party, shall use commercially reasonable efforts to cause the Indemnified
    Party to repay, all amounts to which such Indemnified Party is determined to be not entitled. Counterparty also agrees that no Indemnified
    Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection
    with or as a result of any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities
    or expenses incurred by Counterparty result from such Indemnified Party’s breach of any covenant, representation or other obligation
    in this Confirmation or the ISDA Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Party or breach
    of any U.S. federal or state securities laws or the rules, regulations or applicable interpretations of the Securities and Exchange
    Commission. The provisions of this paragraph shall survive the completion of the Transaction contemplated by this Confirmation and
    any assignment and/or delegation of the Transaction made pursuant to the ISDA Form or this Confirmation shall inure to the benefit
    of any permitted assignee of Seller. 


 


	(e)	Amendments
    to Equity Definitions. 


 


	 	(i)	Section
    11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with the
    word “an” and adding the phrase “or such Transaction” at the end thereof; 


 


	 	(ii)	The
    first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c)
    If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share Option
    Transaction or Share Forward Transaction, then, following the announcement or occurrence of any Potential Adjustment Event, the Calculation
    Agent will determine whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i) make
    appropriate adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately preceding clause (ii)
    thereof is hereby amended by deleting the words “diluting or concentrative”. 
	 	 	 
	 	(iii)	Section
    11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with
    the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end thereof; 


 




    	 



     


    

  


	 	(iv)	Section
    12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after
    the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof
    and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through
    (9) of the ISDA Form with respect to that Issuer.”; 


 


	 	(v)	Section
    12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in
    the first line with the words “Seller will have the right, which it must exercise or refrain from exercising, as applicable,
    in good faith acting in a commercially reasonable manner, to cancel the Transaction,”; and 


 


	 	(vi)	Section
    12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party may elect” with “Seller may
    elect” and (ii) replacing “notice to the other party” with “notice to Counterparty” in the first sentence
    of such section. 


 


	(f)	Waiver
    of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by
    jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent
    or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit,
    action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to
    enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein. 


 


	(g)	Tax
    Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its
    employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment
    and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to
    Counterparty relating to such tax treatment and tax structure. 


 


	(h)	Securities
    Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities contract”
    as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination
    value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
    Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement”
    as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
    value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
    Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other
    transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled
    to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy
    Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the
    occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual right”
    as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise
    constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy
    Code. 


 


	(i)	Process
    Agent. For the purposes of Section 13(c) of the ISDA Form: 


 


Seller
appoints as its Process Agent: None


 


Counterparty
appoints as its Process Agent: None.


 


[Signature
page follows]


 




    	 



     


    

 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it
to us at your earliest convenience.


 


	 	Very truly yours, 
	 	MIDTOWN EAST MANAGEMENT NL LLC 
	 	 	
	 	By:
    	/s/
                                            Drew Phillips

	 	Name:
    	Drew Phillips

	 	Title:	Authorized
                                            Signatory



 


 


Agreed and accepted by: 




 


	NORTHERN
    LIGHTS ACQUISITION CORP.	 
	 	 
	By:	/s/
    John Darwin	 
	Name: 	John
    Darwin	 
	Title:	Co-Chief
    Executive Officer	 


 


	SHF,
    LLC D/B/A SAFE HARBOR FINANCIAL	 
	 	 
	By:	/s/
    Sundie Seefried	 
	Name: 	Sundie
    Seefried	 
	Title:	Chief
    Executive Officer	 





 






    	 



     


    

 


SCHEDULE
A


 


FORM
OF PRICING DATE NOTICE


 


	Date:	 	[
      ], 2022
	 	 
	To:	 	Northern
    Lights Acquisition Corp. (“Counterparty”)
	 	 
	Address:	 	10
                                            East 53rd Street, Suite 3001

    New
    York, New York 10022

	 	 
	Phone:	 	(510)
    323-2526 
	 	 
	From:	 	Midtown
    East Management NL LLC, a Delaware limited liability company (“Seller”)
	 	 
	Re:	 	OTC
    Equity Prepaid Forward Transaction


 


1.
This Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated
as of __, 2022 (the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to time.
All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.


 


2.
The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and
Counterparty pursuant to the Confirmation.


 


	Pricing
    Date:	,
    2022	 
	Number
    of Shares:	[__]