Exhibit 10.2


 





Execution Version


 


SUPPORT AGREEMENT


 


This SUPPORT AGREEMENT (this
“Agreement”) dated as of October 12, 2021, is entered into by and among Dune Acquisition Corp., a Delaware corporation
(“SPAC”), TradeZero Holding Corp., a Delaware corporation (the “Company”), and each of the Pre-Closing
Holders set forth on Schedule A hereto (the “Supporting Holders”). SPAC, the Company and the Supporting Holders
shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.


 


RECITALS


 


WHEREAS, SPAC, Dune
Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Merger Sub”), Dune Merger Sub
II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of SPAC (“Merger Sub II”), and the
Company, are entering into an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger
Agreement”), a copy of which has been made available to each Supporting Holder;


 


WHEREAS, as of the
date hereof, each Supporting Holder is the record owner and “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act) of such number of shares of Company Common Stock as are indicated opposite such Supporting Holder’s name on Schedule
A (all such shares of Company Common Stock, together with any shares of Company Common Stock of which ownership of record or the power
to vote (including, without limitation, by proxy or power of attorney) and any other shares of Company Common Stock such Supporting Holder
may hereafter acquire prior to the termination of this Agreement pursuant to Section 5.1 shall be referred to herein collectively
as such Supporting Holder’s “Subject Shares”); and


 


WHEREAS, as a condition
to SPAC’s and the Company’s willingness to enter into the Merger Agreement, and as an inducement and in consideration for
SPAC and the Company to enter into the Merger Agreement, each Supporting Holder has agreed to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


ARTICLE
I

MERGER AGREEMENT


 


1.1 Binding
Effect of Merger Agreement. Each Supporting Holder hereby acknowledges that it has read the Merger Agreement and this Agreement and
has had the opportunity to consult with its tax and legal advisors. Each Supporting Holder agrees not to, directly or indirectly, take
any action that would violate Section 8.03(a) (Exclusivity) of the Merger Agreement (and any relevant definitions contained in
any such Sections) as if such Supporting Holder was deemed an original signatory to the Merger Agreement with respect to such provisions.
Each Supporting Holder agrees not to, directly or indirectly, take any action that would violate Section 8.05(b) (Confidentiality;
Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Supporting Holder was
deemed an original signatory to the Merger Agreement with respect to such provisions.


 






     


     


    

 


1.2 Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Supporting Holder makes no agreement or understanding
herein in any capacity other than in such Supporting Holder’s capacity as a holder of the Subject Shares, and not in such Supporting
Holder’s capacity as a director, officer or employee of the Company, and (b) nothing herein will be construed to limit or affect
any action or inaction by such Supporting Holder serving as a member of the board of directors of the Company acting in such person’s
capacity as a director, officer, employee or fiduciary of the Company.


 


ARTICLE
II

REPRESENTATIONS AND WARRANTIES OF EACH SUPPORTING HOLDER


 


Each Supporting Holder on
its own behalf represents and warrants to SPAC and the Company, severally and not jointly, with respect to such Supporting Holder’s
ownership of its Subject Shares set forth on Schedule A hereto that:


 


2.1 Authorization;
Binding Agreement.


 


(a) Such
Supporting Holder, if not a natural person, is duly organized, validly existing and in good standing (where such concept is recognized)
under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted and has all requisite power and authority
and has taken all action necessary to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby. Such Supporting Holder, if a natural person, has full legal capacity and power, right and authority to execute and
deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.


 


(b) This
Agreement has been duly and validly executed and delivered by such Supporting Holder and, assuming the due authorization, execution and
delivery by SPAC and the Company, constitutes a legal, valid and binding obligation of such Supporting Holder, enforceable against such
Supporting Holder in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally
and (b) is subject to general principles of equity (the “Enforceability Limitations”).


 


2.2 Non-Contravention.
Neither the execution and delivery of this Agreement by such Supporting Holder nor performance by such Supporting Holder of the obligations
herein nor the compliance by such Supporting Holder with any provisions herein will (a) violate the certificate or articles of incorporation,
bylaws or other governing documents of such Supporting Holder (if the Supporting Holder is not a natural person), (b) require any consent,
approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person on the part of
such Supporting Holder, except as provided in the (i) Organizational Documents of the Company or the Supporting Holder’s Shareholder
Admission Agreement (the “Shareholders Agreement”), (c) result (or, with the giving of notice, the passage of time
or otherwise, would result) in the creation or imposition of any Lien on the Subject Shares, other than any Permitted Encumbrance (as
defined below), or (d) violate any Law applicable to such Supporting Holder or by which any of such Supporting Holder’s Subject
Shares are bound, except, in the case of each of clauses (b), (c) and (d), as would not reasonably be expected to
materially impair such Supporting Holder’s ability to perform its obligations hereunder.


 


2.3 Ownership
of Shares; Total Shares. As of the date hereof, such Supporting Holder is the record and beneficial owner of all of such Supporting
Holder’s Subject Shares and has good and marketable title to all of such Supporting Holder’s Subject Shares, free and clear
of any Liens, except for any such Lien that may be imposed pursuant to (i) this Agreement, (ii) any Lockup Agreement entered into by and
between such Supporting Holder, SPAC and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws and
(iv) the Organizational Documents of the Company or the Shareholders Agreement (collectively, “Permitted Encumbrances”).
As of the date hereof, the Subject Shares listed on Schedule A opposite such Supporting Holder’s name (collectively, the
“Securities”) constitute all of the shares of Company Common Stock, and any other Equity Securities of the Company
owned of record or beneficially owned by such Supporting Holder, and such Supporting Holder does not beneficially own or have the power
to vote any other shares of capital stock or other Equity Securities of the Company.


 


2.4 Reliance.
Such Supporting Holder understands and acknowledges that each of SPAC and the Company is entering into the Merger Agreement in reliance
upon such Supporting Holder’s execution, delivery and performance of this Agreement.


 


2.5 Brokers.
Other than as expressly contemplated by the Merger Agreement or the disclosure schedules thereto, no broker, finder or investment banker
is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based
upon arrangements made by or on behalf of such Supporting Holder (in their capacities as such) for which the Company or any of its Affiliates
may become liable.


 


2.6 Investment.
Such Supporting Stockholder is an “accredited investor,” as such term is defined in Regulation D of Securities Act and will
acquire its portion of the Merger Consideration for its own account and not with a view to a sale or distribution thereof in violation
of the Securities Act and the rules and regulations thereunder, any state blue sky Laws or any other securities Laws.


 






     


     

    

 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF SPAC


 


SPAC represents and warrants
to each Supporting Holder and the Company that:


 


3.1 Organization
and Qualification. SPAC is duly organized, validly existing and in good standing under the Laws of the State of Delaware.


 


3.2 Authority
for this Agreement. SPAC has all requisite corporate power and authority to execute, deliver and perform its obligations under
this Agreement and to comply with any provisions herein. The execution and delivery of this Agreement by SPAC has been duly and validly
authorized by all necessary corporate action on the part of SPAC, and no other corporate proceedings on the part of SPAC are necessary
to authorize this Agreement. This Agreement has been duly and validly executed and delivered by SPAC and, assuming the due authorization,
execution and delivery by the Supporting Holders, constitutes a legal, valid and binding obligation of each of SPAC, Merger Sub and Merger
Sub II, enforceable against SPAC in accordance with its terms, subject to the Enforceability Limitations.


 


ARTICLE
IV

ADDITIONAL COVENANTS OF THE SUPPORTING HOLDERS


 


Each Supporting Holder hereby
covenants and agrees that:


 


4.1 No
Transfer; No Inconsistent Arrangements.


 


(a) Subject
to Section 4.1(b), each Supporting Holder agrees that it shall not, directly or indirectly, during the period (the “Interim
Period”) commencing on the date hereof and ending on the Expiration Time, (i) sell, assign, transfer (including by operation
of Law), gift, pledge, dispose of or otherwise encumber any of the Subject Shares or otherwise agree to do any of the foregoing, (ii)
deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney
with respect thereto that is inconsistent with this Agreement, or (iii) enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other disposition
of any Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initio.


 


(b) Section
4.1(a) shall not prohibit a transfer of Subject Shares by a Supporting Holder made: (i) in the case of a Supporting Holder that is
an individual, (A) by gift to a member of one of such Supporting Holder’s Immediate Family Member, an estate planning vehicle or
to a trust, the beneficiary of which is a member of such Supporting Holder’s Immediate Family Member, an affiliate of such person
or to a charitable organization, (B) by virtue of laws of descent and distribution upon death of such Supporting Holder or (C) pursuant
to a qualified domestic relations order; (ii) by pro rata distributions from such Supporting Holder to its members, partners, or shareholders
pursuant to such Supporting Holder’s organizational documents; (iii) by virtue of applicable law or such Supporting Holder’s
organizational documents upon liquidation or dissolution of such Supporting Holder; (iv) to any employees, officers, directors or members
of the Supporting Holder or any Affiliates of the Supporting Holder, (v) to any other Supporting Holder or (vi) with the prior written
consent of the SPAC (such consent to be provided in SPAC’s sole discretion); provided, however, that a transfer referred
to in this sentence shall be permitted only if, in the case of the foregoing clauses (i) through (iv), as a precondition to such transfer,
the transferee agrees in a written document, reasonably satisfactory in form and substance to SPAC, to be bound by all of the terms of
this Agreement. For purposes of this Agreement, “Immediate Family Member” means any Person that is related by blood or current
or former marriage or domestic partnership or adoption, in each case that is not more remote than a first cousin.


 


4.2 No
Legal Action. Each Supporting Holder shall not, and shall cause its Affiliates not to and shall direct its Representatives
not to, bring, commence, institute, maintain, or prosecute any claim, appeal or proceeding which (a) challenges the validity of or seeks
to enjoin the operation of any provision of this Agreement, or (b) alleges that the execution and delivery of this Agreement by such Supporting
Holder breaches any duty that such Supporting Holder has (or may be alleged to have) to the Company or to the other holders of Subject
Shares; provided that the foregoing shall not limit or restrict in any manner the rights of the Company under the Merger Agreement
or otherwise or the rights of a Supporting Holder to enforce the terms of this Agreement. Each Supporting Holder hereby waives and agrees
not to exercise any rights of appraisal or rights to dissent from the Transactions that such Supporting Holder may have with respect to
the Subject Shares under applicable Law.


 


4.3 Cooperation.
Each Supporting Holder shall provide any information reasonably requested by SPAC or the Company reasonably necessary for any regulatory
application or filing made or approval sought in connection with the Transactions (including filings with the SEC).


 






     


     

    

 


4.4 Adjustments.
In the event of any stock split, stock dividend or distribution, merger, reorganization, recapitalization, reclassification, combination,
exchange of shares or the like of the capital stock of the Company affecting a Supporting Holder’s Subject Shares, the terms of
this Agreement shall apply to the resulting securities to the same extent as if such securities constituted the Subject Shares owned by
such Supporting Holder as of the date hereof.


 


4.5 Registration
Rights Agreement. Each Supporting Holder will deliver, substantially simultaneously with the Effective Time, a duly executed copy
of the Registration Rights Agreement.


 


4.6 Further
Assurances. Each Supporting Holder agrees that if any further agreements, deeds, assignments, assurances or other instruments
are reasonably necessary to effectuate the covenants in this Agreement, such Supporting Holder shall, upon reasonable written request
of such Supporting Holder by SPAC and at SPAC’s cost and expense, execute and deliver all such proper agreements, deeds, assignments,
assurances and other instruments and take other reasonable action as permissible to do all other things reasonably necessary to effectuate
the covenants in this Agreement and otherwise to carry out the purposes of this Agreement.


 


4.7 Waiver
and Release of Claims. Each Supporting Holder covenants and agrees, severally with respect to such Supporting Holder only and not
with respect to any other Supporting Holder, as follows:


 


(a) Effective
upon the Closing, in consideration for the undersigned Supporting Holder’s portion of the Merger Consideration, such Supporting
Holder, on behalf of himself, herself or itself, and his, her or its Affiliates and equityholders (if the Supporting Holder is an entity)
and each of their respective successors and assigns, hereby fully, unconditionally and irrevocably waives, releases, acquits and forever
discharges the SPAC Parties and the Company, and each Subsidiary and Affiliate of the foregoing and their respective Representatives and
equityholders, and each of their respective successors and assigns (collectively, “Released Parties”) from any claims,
suits, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, debts, dues, or liabilities
of any kind, actions, and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and
attorneys’, brokers’ and accountants’ fees and expenses), in law or equity (“Action”), which the
Supporting Holder has or may have against any Released Party, whether known or unknown, suspected or unsuspected, accrued or fixed, absolute
or contingent, matured or unmatured, determined or determinable, and that now exist or may hereafter exist (collectively, “Claims”)
solely to the extent such Claims arise or relate to any inaccuracy or miscalculation in the portion of the Merger Consideration received
by such Supporting Holder in connection with the Closing (collectively, the “Released Claims”). The Supporting Holder
shall refrain from directly or indirectly asserting any claim or commencing (or causing to be commenced) any Action of any kind before
any Governmental Authority against any Released Party based upon any Released Claim. The release contained herein is effective without
regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, law, implied
or express contract, discrimination of any sort or any other grounds. To the extent permitted by applicable Law, the undersigned Supporting
Holder expressly waives the benefit of any Law, which, if applied to the release set forth herein, would otherwise exclude from its binding
effect any claim not known on the date hereof to exist.


 


(b) The
Supporting Holder represents and acknowledges that: (i) he, she or it has read this release and understands its terms and has been given
an opportunity to ask questions of the Company’s Representatives and (ii) in signing this release he, she or it does not rely, and
has not relied, on any representation or statement not set forth in this release made by any Representative of the Company or anyone else
with regard to the subject matter, basis or effect of this release or otherwise. The Supporting Holder further represents and acknowledges
that he, she or it may hereafter discover facts in addition to or different from those which the he, she or it now knows or believes to
be true with respect to the subject matter herein, and that he, she or it may hereafter come to have a different understanding of the
Law that may apply to potential claims which the undersigned is releasing hereunder, but the undersigned affirms that, except as is otherwise
specifically provided above, it is his, her or its intention to fully, finally and forever settle and release any and all Released Claims.
In furtherance of this intention, the Supporting Holder acknowledges that the releases contained herein shall be and remain in effect
as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings
of Law.


 


(c) The
Supporting Holder acknowledges that he, she or it may execute, and may have executed, additional releases in connection with the Merger,
and for the avoidance of doubt, the Supporting Holder will be bound by each release to which he, she or it is a party and such releases
will be cumulative and not exclusive to one another.


 






     


     

    

 


ARTICLE
V

MISCELLANEOUS


 


5.1 Termination.
This Agreement, the covenants and agreements contained herein and any proxy granted hereunder shall terminate automatically with respect
to a Supporting Holder, without any notice or other action by any person, upon the first to occur of (a) the First Effective Time, (b)
the valid termination of the Merger Agreement in accordance with its terms and (c) a written agreement of SPAC, the Company and such Supporting
Holder (the “Expiration Time”). Upon termination of this Agreement, no Party shall have any further obligations or
liabilities under this Agreement; provided, however, that the provisions of this Article V shall survive any termination
of this Agreement.


 


5.2 Waiver.
Any provision of this Agreement may be waived if the waiver is
set forth in an instrument in writing signed by the Party against whom the waiver is to be effective. Any delay in exercising any right
pursuant to this Agreement will not constitute a waiver of such right.


 


5.3 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person,
(ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage
prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business
hours (and otherwise as of the immediately following Business Day); provided that the notice or other communication is sent to
the address or email address set forth in Section 11.02 of the Merger Agreement, and, if to a Supporting Holder, to such Supporting Holder’s
address or email address set forth on a signature page hereto, or to such other address or email address as a Party may hereafter specify
for the purpose by notice to each other party hereto.


 


5.4 Assignment.
No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Any
attempted assignment in violation of the terms of this Section 5.4 shall be null and void, ab initio.


 


5.5 Rights
of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person,
other than the Parties, any right or remedies under or by reason of this Agreement.


 


5.6 Expenses.
All fees and expenses incurred by a Party in connection herewith shall be paid by such Party, whether or not the Merger is consummated,
except as expressly provided otherwise herein or in the Merger Agreement.


 


5.7 Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed
by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and
to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of Laws of another jurisdiction.


 


5.8 Captions;
Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.


 


5.9 Entire
Agreement. This Agreement, together with Schedule A, constitutes the entire agreement among the Parties relating to the subject
matter hereof and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of
the Parties or any of their respective Subsidiaries relating to the subject matter hereof. No representations, warranties, covenants,
understandings, agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as expressly set
forth or referenced in this Agreement.


 


5.10 Amendments.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the
Parties in the same manner as this Agreement and which makes reference to this Agreement.


 


5.11 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining
provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the Parties.


 






     


     

    

 


5.12 Jurisdiction;
WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts
located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any
such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that
all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out
of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve
process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction,
in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.11. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT


 


5.13 Enforcement
of the Agreement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an
adequate remedy, would occur if the Parties do not perform their obligations under the provisions of this Agreement (including failing
to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The Parties acknowledge and agree that (a) SPAC and the Company shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof,
without proof of damages, prior to the valid termination of this Agreement in accordance with Section 5.1, this being in addition
to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of
the Transactions and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not
oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at
Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and
agree that neither of SPAC nor the Company, in seeking an injunction to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this Section 5.12, shall be required to provide any bond or other
security in connection with any such injunction.


 


5.14 Supporting
Holder Obligation Several and Not Joint. The obligations of each Supporting Holder hereunder shall be several and not joint
and several, and no Supporting Holder shall be liable for any breach of the terms of this Agreement by any other Supporting Holder.


 


5.15 No
Agreement as Director or Officer. Each Supporting Holder is entering into this Agreement solely in such Supporting Holder’s
capacity as record and/or beneficial owner of Subject Shares and nothing herein is intended to or shall limit, restrict or otherwise affect
any votes or other actions taken by such Supporting Holder, or any employee, officer, director (or person performing similar functions),
partner or other Affiliate of such Supporting Holder (including, for this purpose, any appointee or representative of such Supporting
Holder to the board of directors of the Company), in his or her capacity as a director or officer of the Company (or a subsidiary of the
Company) or other fiduciary capacity for the stockholders of the Company or the Company.


 


[Signature Pages
Follow.]








 






     


     

    

 


The parties are executing
this Agreement on the date set forth in the introductory clause above.


 


	 	DUNE Acquisition Corp.
	 	 
	 	By:	/s/ Carter Glatt
	 	Name: 	Carter Glatt
	 	Title:	Chief Executive Officer



 


Signature
page to Stockholder Support Agreement


  




     


     


    

 





	 	TRADEZERO HOLDING
CORP.
	 	 
	 	By:	/s/ Daniel Pipitone 
	 	Name: 	Daniel Pipitone
	 	Title:	CEO


 


Signature
page to Stockholder Support Agreement


 




     


     


    

 





	 	JOHN MUSCATELLA
	 	 
	 	By:	/s/ John Muscatella
	 		Email:	
	 		Address: 	 


 





	 	DANIEL PIPITONE
	 	 
	 	By:	/s/ Daniel Pipitone
	 		Email:	
	 		Address: 	 


 





	 	GIOVANNI FERRARA
	 	 
	 	By:	/s/ Giovanni Ferrara
	 		Email:	
	 		Address: 	 


 





	 	JOHN CARUSO
	 	 
	 	By:	/s/ John Caruso
	 		Email:	
	 		Address: 	 


 





	 	KOSTA CORRIVEAU
	 	 
	 	By:	/s/ Kosta Corriveau
	 		Email:	
	 		Address: 	 


 


Signature
page to Stockholder Support Agreement


 






     


     

    

 







	 	ROBERT BOGDAN JIMAN
	 	 
	 	By:	/s/ Robert Bogdan Jiman
	 		Email:	
	 		Address: 	 


 


Signature
page to Stockholder Support Agreement


 




     


     


    

 


Schedule A


 


	Name of Supporting Holder	 	Shares of Common Stock	 
	John Muscatella	 	 	[●]	 
	Daniel Pipitone	 	 	[●]	 
	Giovanni Ferrara	 	 	[●]	 
	John Caruso	 	 	[●]	 
	Kosta Corriveau	 	 	[●]	 
	Robert Bogdan Jiman	 	 	[●]	 
	Total	 	 	[●]