Exhibit 4.2


 


THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


WARRANT TO PURCHASE UNITS


 


Issuer: Sunlight Financial LLC (“Company”)


 


Number
of Units: 7,000


 


Class of Units: Class A-3 Units


 


Exercise Price Per Unit:
$691.90


 


Issue Date: February 27, 2021


 


Expiration Date: February 27, 2031


 


THIS WARRANT CERTIFIES THAT, for the agreed upon
value of $1.00 and for other good and valuable consideration, TECH CAPITAL LLC or its permitted assignees (including Technology Credit
Union) (“Holder”) is entitled to purchase the number of fully paid and nonassessable Class A-3 Units of membership
interest in Company (the “Units”) at the Exercise Price Per Unit set forth above, as the same may be from time to time
adjusted pursuant to Article 2 hereof and subject to the provisions and upon the terms and conditions set forth in this Warrant.


 


ARTICLE 1

EXERCISE; CONVERSION


 


1.1            Method
of Exercise. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date
set forth above. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise, in substantially the form attached
as Appendix 1, to Company in accordance with Section 4.7. Unless this Warrant is automatically converting as set forth
in Section 1.2, Holder shall also deliver to Company a check for the aggregate Exercise Price for Units being purchased.


 


1.2            Automatic
Conversion. Upon the occurrence of the Transaction (as defined herein), this Warrant shall automatically, and without any further
action by Company or Holder, convert into a warrant (the “Converted Warrant”) to acquire a number of Company’s
Class EX Units and corresponding shares of the Class C Common Stock of Spartan Acquisition Corp. II (“Specified Company”)
equal to (a) (i) the number of Units issuable pursuant to this Warrant, multiplied by (ii) the fair market value of each
Unit as of the closing of the Transaction, divided by (b) the fair market value of Company’s Class EX Units and Specified
Company’s Class C Common Stock as of the closing of the Transaction. Such rights shall be exercisable, subject to the terms
of this Warrant otherwise applicable thereto by the delivery of a Notice of Exercise, in substantially the form attached as Appendix
1, to Company in accordance with Section 4.7. The Exercise Price for the Converted Warrant shall be equal to (a) the
number of Units issuable pursuant to this Warrant, multiplied by (b) the Exercise Price Per Unit described above, divided by (c) the
number of Class EX Units and corresponding shares of the Class C Common Stock of the Specified Company calculated pursuant to
this Section 1.2.


 


1.3            Fair
Market Value. If the Units are traded in a public market, the fair market value of the Units shall be the closing price of the
Units reported for the applicable business day in the State of New York (“Business Day”) immediately before
Holder delivers its Notice of Exercise to Company. If the Units are not traded in a public market, the Board of Directors (or
comparable body) of Company (the “Board”) shall determine fair market value in its reasonable good faith
judgment. The foregoing notwithstanding, if Holder advises the Board in writing that Holder disagrees with such determination, then
Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of
such investment banking firm is more than ten percent (10%) greater than that determined by the Board, then all fees and expenses of
such investment banking firm shall be paid by Company. In all other circumstances, such fees and expenses shall be paid by
Holder.


 






    	 	 	 



     


    

 


1.4            Delivery
of Joinder and New Warrant. Upon any exercise or conversion of this Warrant that results in Holder continuing to own this Warrant,
the Converted Warrant and/or any equity interests of Company (each, a “Qualifying Warrant Event”), Holder shall automatically
be bound by all of the terms and conditions of Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated
as of May 25, 2018, or any successor thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Operating
Agreement”), with respect to the Units acquired and, if not already a member of Company, shall be admitted as a member upon
the delivery to Company of a duly executed counterpart signature page or joinder to the Operating Agreement, pursuant to which Holder
agrees to be bound by the terms and conditions of the Operating Agreement, together with all other and additional documents and agreements
reasonably requested by Company. In addition, upon any Qualifying Warrant Event, Holder shall promptly deliver to Company (a) a
duly executed waiver unconditionally and irrevocably waiving all anti-dilution or other similar rights under the Operating Agreement
in connection with the issuance of Units from time to time upon such exercise or conversion of this Warrant, and (b) a duly executed
and enforceable proxy pursuant to which Holder agrees for the benefit of Company to vote from time to time all Units in a manner consistent
with the votes cast, on a pro rata basis, by all of the other members of Company holding Class A-3 Units, so as to not influence
or effect the votes otherwise cast, and Holder agrees to timely deliver to Company (i) any and all waivers of preemptive or other
similar rights which the other holders of Class A-3 Units deliver or supply from time to time in connection with the issuance of
Class A-3 Units on an arm’s length basis to third parties (“Approved Units”), and (ii) any and all
waivers of anti-dilution or other similar rights which the other holders of Class A-3 Units deliver or supply from time to time
in connection with the issuance of any securities of Company on an arm’s length basis to third parties. Holder hereby irrevocably
appoints the Board and any officers of Company or other individuals appointed by the Board as its true and lawful attorney-in-fact, with
full power of substitution, to make, execute and sign, on its behalf, any and all waivers of preemptive, anti-dilution and other similar
rights referred to in the preceding sentence. Promptly after the exercise or conversion of this Warrant, if this Warrant has not been
fully exercised or converted and has not expired, Company shall deliver to Holder a new Warrant representing Units and other equity interests
not so acquired (including pursuant to Section 1.2 above). As of the Issue Date, the Units are uncertificated, but in the event
the Units become certificated at some time in the future, promptly after Holder exercises or converts this Warrant, Company shall deliver
to Holder certificates for Units acquired.


 


1.5            Replacement
of Warrants. On receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to Company
or, in the case of mutilation, on surrender and cancellation of this Warrant, Company at its expense shall execute and deliver, in lieu
of this Warrant, a new warrant of like tenor.


 


1.6            Sale,
Merger or Consolidation of Company. For the purpose of this Warrant, (a) “Acquisition” means any sale,
license, or other disposition of all or substantially all of the assets of Company, or any reorganization, consolidation, or merger
of Company where the holders of Company’s securities before the transaction beneficially own less than fifty percent (50%) of
the outstanding voting securities of the surviving entity after such transaction, (b) “Specified
Transaction” means the business combination more particularly described in that certain Form 8-K filed by Specified
Company with the U.S. Securities and Exchange Commission (the “SEC”) on or around January 25, 2021 (the
 “Transaction Filing”) and (c) “Transaction” means the Specified Transaction and any
Acquisition. Except as expressly provided in Section 2.1, upon the closing of any Transaction, the successor entity
shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as
would be payable for Units issuable upon exercise of the unexercised portion of this Warrant as if such Units were outstanding on
the record date for such Transaction and any subsequent closing, and the Exercise Price shall be adjusted accordingly; provided
that if pursuant to such Transaction the entire outstanding class of Units issuable upon exercise of the unexercised portion of this
Warrant are cancelled and the total consideration payable to the holders of such class of Units consists entirely of cash, then,
upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Units
issuable upon exercise of the unexercised portion of this Warrant and such Units were outstanding on the record date for the
Transaction less the aggregate Exercise Price of such Units, this Warrant shall be cancelled.


 






    	 	 	 



     


    

 


1.7            Automatic
Cashless Exercise Upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Unit (or other
security issuable upon any exercise or conversion hereof) as determined in accordance with Section 1.3 is greater than
the Exercise Price in effect on the Expiration Date, then this Warrant shall automatically be deemed on and as of the Expiration
Date to be converted pursuant to Section 1.2 as to all Units (or such other securities) for which it shall not
previously have been exercised or converted, and, if the Units (or such other securities) are certificated, Company shall, within a
reasonable time, deliver a certificate representing the Units (or such other securities) issued upon such conversion to Holder; provided, however,
that Company shall have no obligation to deliver any such certificate or to recognize Holder as the owner of such Units unless
Holder shall, within one hundred eighty (180) days thereafter or within thirty (30) days after demand therefor by Company, whichever
is earlier, have executed and delivered to Company such other and additional documents (other than notice of exercise) as are
otherwise required hereunder in connection with or as a condition to exercise of this Warrant, and in the event that Holder fails to
do so this Warrant will be deemed to have terminated without exercise due to a failure of a condition subsequent to exercise.


 


ARTICLE 2 

ADJUSTMENTS


 


2.1            Dividends,
Splits, Etc. If Company declares or pays a dividend or distribution on the Units payable in units or other securities or property,
subdivides the outstanding units into a greater amount of units, or subdivides the Units in a transaction that increases the amount of
units into which such Units are convertible, then upon exercise of this Warrant, for each Unit acquired, Holder shall receive, without
cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned Units on the record
date the dividend or subdivision occurred since the original issue date of this Warrant; provided, however, that this Section 2.1
shall not apply to any Class A Preferred PIK Distribution (as defined in the Operating Agreement) and Holder shall have no right
to receive any Class A Preferred PIK Distribution made prior to any exercise or conversion of this Warrant.


 


2.2            Reclassification,
Recapitalization, Exchange or Substitution. Except in the case of a Transaction to which Section 1.6 is applicable, upon
any reclassification, recapitalization, exchange, substitution, or other event that results in a change of the number and/or class of
the securities issuable upon any exercise or conversion of this Warrant, Holder shall be entitled to receive, upon such exercise or conversion
of this Warrant, the number and kind of securities and property that Holder would have received for Units if this Warrant had been exercised
immediately before such reclassification, recapitalization, exchange, substitution, or other event. Company or its successor shall promptly
issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation,
adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions
of this Section 2.2 shall similarly apply to successive reclassifications, recapitalizations, exchanges, substitutions or
other events.


 


2.3            Adjustments
for Combinations, Etc. If the outstanding Units are combined or consolidated, by reclassification or otherwise, into a lesser number
of units, the Exercise Price shall be proportionately increased and the number of Units as to which this Warrant is exercisable shall
be proportionately decreased.


 


2.4            Adjustments
for Diluting Issuances. In the event of the issuance by Company, after the Issue Date, of any Units at a price per unit less
than the then Exercise Price, then the Exercise Price shall automatically be adjusted to such lower price; provided, however,
that this Section 2.4 shall not apply to the issuance by Company of any Class A Units in connection with a
Class A Preferred PIK Distribution or any other Excluded Units (as defined in the Operating Agreement) or any Approved
Units.


 






    	 	 	 



     


    

 


2.5            Adjustment
for Pay-to-Play Transactions. In the event that the Operating Agreement provides, or is amended to so provide, for the amendment or
modification of the rights, preferences or privileges of the Units, or the reclassification, conversion or exchange of the outstanding
Units, in the event that a holder of units thereof fails to participate in an equity financing transaction (a “Pay-to-Play Provision”),
and in the event that such Pay-to-Play Provision becomes operative in a transaction occurring after the Issue Date, this Warrant shall
automatically and without any action required become exercisable for that number and type of units of equity securities as would have
been issued or exchanged, or would have remained outstanding, in respect of the Units issuable hereunder had this Warrant been exercised
in full prior to such event, and had Holder participated in the equity financing to the maximum extent permitted.


 


2.6            No
Impairment. Company shall not, by amendment of its Certificate of Formation or the Operating Agreement, or through a reorganization,
transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed under this Warrant by Company, but shall at all times in
good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary
or appropriate to protect Holder’s rights under this Article 2 against impairment. If Company takes any action affecting
Units as described above that adversely affects Holder’s rights under this Warrant, the Exercise Price shall be adjusted downward
and the number of Units issuable upon exercise of this Warrant shall be adjusted upward in such a manner that such action is offset and
the aggregate Exercise Price of this Warrant is unchanged.


 


2.7            Fractional
Units. No fractional Units shall be issuable upon any exercise or conversion of this Warrant and the number of Units to be issued
shall be rounded down to the nearest whole Unit. If a fractional unit interest arises upon any exercise or conversion of this Warrant,
Company shall eliminate such fractional unit interest by paying Holder an amount computed by multiplying the fractional interest by the
fair market value of a full Unit.


 


2.8            Certificate
as to Adjustments. Upon each adjustment of the Exercise Price, Company at its expense shall promptly compute such adjustment, and
furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment
is based. Company shall, upon written request, furnish Holder a certificate setting forth the Exercise Price in effect upon the date thereof
and the series of adjustments leading to such Exercise Price.


 


ARTICLE 3





REPRESENTATIONS, WARRANTIES AND COVENANTS OF
COMPANY


 


3.1            Representations
and Warranties. Company hereby represents and warrants to Holder as follows: (a) the initial Exercise Price referenced on the
first page of this Warrant is not greater than the fair market value of the Units as of the Issue Date; (b) all Units which
may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon any conversion
of the Units, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws; and (c) Company’s
capitalization table attached to this Warrant as Appendix 2 is true and complete in all material respects as of the Issue Date.


 


3.2            Valid
Issuance. Company shall take all steps necessary to insure that all Units which may be issued upon the exercise of this Warrant, and
all securities, if any, issuable upon any conversion of the Units, shall, upon issuance, be duly authorized, validly issued, fully paid
and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.


 




    	 	 	 



     


    

 


3.3            Notice
of Certain Events. If Company proposes at any time: (a) to declare any dividend or distribution upon the Units, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend (other than any Class A Preferred PIK Distributions
or any Tax Distributions, each as defined in the Operating Agreement); (b) to offer for subscription pro rata to the holders of any
class or series of its units any additional units of any class or series or other rights; (c) to effect any reclassification or recapitalization
of the units; (d) to consummate any Transaction or merge or consolidate with or into any other entity, or sell, lease, license, or
convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights
the opportunity to participate in an underwritten public offering of Company’s securities for cash, then, in connection with each
such event, Company shall give Holder (i) in the case of the matters referred to in (a) and (b) above at least twenty (20)
days’ prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the unitholders will be entitled thereto) or for determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above; (ii) in the case of the matters referred to in (c) and (d) above at least twenty
(20) days’ prior written notice of the date when the same will take place (and specifying the date on which the unitholders will
be entitled to exchange their units for securities or other property deliverable upon the occurrence of such event); and (iii) in
the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.


 


3.4            Information.
So long as Holder holds this Warrant and/or any of the Units, Company shall deliver to Holder (a) promptly, copies of all notices
or other written communications to which Holder would be entitled if it held Units as to which this Warrant is then exercisable and (b) within
sixty (60) days after the end of each of the first three (3) quarters of each fiscal year, Company’s quarterly, unaudited financial
statements and within one hundred eighty (180) days after the end of each fiscal year, Company’s annual, audited financial statements;
provided, however, that Company shall not be obligated to deliver to Holder such financial statements to the extent such
financial statements are filed with the SEC and publicly available.


 


ARTICLE 4 

MISCELLANEOUS


 


4.1            Legends.
As of the Issue Date, the Units (and the securities issuable, directly or indirectly, upon any conversion of Units, if any) are uncertificated,
but in the event the Units (or the securities issuable, directly or indirectly, upon any conversion of Units, if any) become certificated
at some time in the future, then each certificate representing the Units (or the securities issuable, directly or indirectly, upon conversion
of Units, if any) shall be imprinted with a legend substantially in the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


4.2            Compliance
with Securities Laws on Transfer. This Warrant and the Units issuable upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon any conversion of Units, if any) may not be transferred or assigned in whole or in part without compliance
with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of
investment representation letters and legal opinions reasonably satisfactory to Company, as reasonably requested by Company), and compliance
with the terms of the Operating Agreement or other organizational documents governing or pursuant to which the Units (and the securities
issuable, directly or indirectly, upon any conversion of Units, if any) are issued, including any restriction on transfer of the Units
or such securities.


 




    	 	 	 



     


    

 


4.3            Transfer
Procedure. Subject to compliance with the provisions of Section 4.2 and upon providing Company with written notice, Holder
may transfer all or part of this Warrant or the Units issuable upon exercise of this Warrant (or the securities issuable, directly or
indirectly, upon any conversion of Units, if any) to any transferee (including Technology Credit Union), provided, however,
that in connection with any such transfer, Holder will give Company notice of the portion of this Warrant being transferred with the name,
address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and
Holder if applicable). Notwithstanding the foregoing, unless Company is filing financial information with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, Holder may not, without Company’s prior written consent, transfer this Warrant or any portion
hereof to any person or entity who directly competes with Company, except in connection with (a) an Acquisition of Company by such
a direct competitor or (b) a merger, acquisition, sale or reorganization involving Holder, or the sale/disposition of all or a portion
of Holder’s assets or its portfolio.


 


4.4            Notices.
All notices and other communications from Company to Holder, or vice versa, shall be in writing and shall be deemed delivered and effective
when given personally or mailed by first- class registered or certified mail, postage prepaid, or by overnight courier, at such address
as may have been furnished to Company or Holder, as the case may be, in writing by Company or such Holder from time to time.


 


4.5            Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable and documented
attorneys’ fees.


 


4.6            Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect
to its principles regarding conflicts of law.


 


4.7            Notices.
All notices and other communications hereunder from Company to Holder, or vice versa, shall be deemed delivered and effective (a) when
given personally, (b) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the
recipient or (c) on the first Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt, in any case at such address as may have been furnished to Company or Holder, as the case may be,
in writing by Company or Holder from time to time in accordance with the provisions of this Section 4.7. All notices to Holder
shall be addressed as follows until Company receives notice of a change of address in connection with a transfer or otherwise:


 


Tech Capital LLC


2010 North First Street, Suite 200

 San Jose, CA 95131


Attn: Richard Hanz


Email: rhanz@techcu.com


 


All notices to Company shall be addressed as follows until Holder receives
notice of a change in address:


 


Sunlight Financial LLC


234 W 39th St., 7th
Floor


New York, NY 10018


Attn: General Counsel


Email: notices@sunlightfinancial.com


 


4.8            Holder
Investment Representations. Holder makes the representations to Company set forth in Appendix 3 hereof in connection with the
issuance of this Warrant and the Units (or the securities issuable, directly or indirectly, upon any conversion of Units, if any).


 


[signature page follows]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its authorized officer, all as of the day and year
first above written.


 


	 	Company:
	 	 	 
	 	SUNLIGHT FINANCIAL
    LLC
	 	 	 
	 	By:	/s/ Barry Edinburg
	 	Name:	Barry Edinburg
	 	Title:	CFO


 




    	 	 	 



     


    

 


APPENDIX 1


 


Notice of Exercise


 


1.            The
undersigned hereby elects to purchase Class A-3 Units of Sunlight Financial LLC pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price of such Class A-3 Units in full.


 


2.            If
the Class A-3 Units are certificated, please issue a certificate or certificates representing said Class A-3 Units in the name
of the undersigned or in such other name as is specified below:


 


	Name:	 
	Address:	 



 


3.            The
undersigned represents it is acquiring the Class A-3 Units solely for its own account and not as a nominee for any other party and
not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.


 





	 	 
	 	(Signature)
	 	 
	 	(Date)



 




    	 	 	 



     


    

 


APPENDIX 2


 


Capitalization Table


 


See attached.


 




    	 	 	 



     


    

 


APPENDIX 3


 


Investment Representations


 


(a)            Holder
is aware of Company’s business affairs and financial condition, and has acquired sufficient information about Company to reach an
informed and knowledgeable decision to acquire the Warrant and the Units issuable upon any exercise or conversion thereof (collectively
with the securities issuable, directly or indirectly, upon any conversion of Units, if any, the “Securities”). Holder
is purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards,
or for resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities
Act”). Holder has such knowledge and experience in financial business matters and is capable of evaluating the merits and risks
of the purchase of the Securities and of protecting its interests in connection therewith.


 


(b)            Holder
understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein.


 


(c)            Holder
further understands that the Securities must be held indefinitely, and the undersigned must therefore bear the economic risk therewith,
unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.
In addition, Holder understands that any certificates evidencing the Securities will be imprinted with a legend which prohibits the transfer
of the Securities unless they are registered or such registration is not required.


 


(d)            Holder
is familiar with the provisions of Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public
resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject
to the satisfaction of certain conditions.


 


(e)            The
Securities may be resold in certain limited circumstances subject to the provision of Rule 144, which requires, among other things,
the existence of a public market for the Securities, the availability of certain current public information about Company, the resale
occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a
 “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being
sold during any three-month period not exceeding specified limitations. Holder further understands that in the event that all of the applicable
requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with a registration exemption will
be required.


 


(f)            Holder
is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.