Exhibit 10.7


 


AMENDED AND RESTATED
UNIT PURCHASE AGREEMENT


 


This AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
(this “Agreement”) is made as of August 11, 2017, by and between I-AM Capital Acquisition Company, a Delaware
corporation (the “Company”), with a principal place of business at 1345 Avenue of the Americas, 2nd
Floor, New York, NY 10105, and I-AM Capital Partners LLC, a Delaware limited liability company with its offices at 1345 Avenue
of the Americas, 2nd Floor, New York, NY 10105 (the “Subscriber”).


 


WHEREAS, the Company and the Subscriber entered
into that certain Unit Purchase Agreement, effective as of July 7, 2017 (the “Original Agreement”), wherein
the Company agreed to sell to the Subscriber on a private placement basis (the “Offering”) up to 254,500 units
(the “Initial Units”) of the Company, and up to an additional 26,250 units (the “Additional Units”
and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day
over-allotment option (“Over-Allotment Option”) is exercised in full or part, each Unit comprised of one share
of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one
full share of Common Stock (“Warrant”), for an aggregate purchase price of $2,545,000 (or $2,807,500 if the
Over-Allotment Option is exercised in full), or $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter
referred to as the “Warrant Shares.”  The shares of Common Stock underlying the Units (excluding the
Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units are
hereinafter referred to as the “Placement Warrants.”  The Units, Placement Shares, Placement Warrants
and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”  Each Placement
Warrant is exercisable to purchase one full share of Common Stock at an exercise price of $11.50 per share during the period commencing
on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the
“IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination (the
“Business Combination”), as such term is defined in the registration statement in connection with the IPO, as
amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the consummation of the Business Combination; and


 


WHEREAS, the Company and the Subscriber wish
to revise the structure of the Units to include in a Unit one right to receive one-tenth (1/10) of one share of Common Stock (the
“Rights”). The shares of Common Stock underlying the Rights are hereinafter referred to as the “Rights
Shares” and the Rights underlying the Units are hereinafter referred to as the “Placement Rights.”
The definition of “Securities” shall hereinafter include the Rights Shares and the Placement Rights, and the definition
of “Units” shall hereinafter include the Placement Rights; and


 


WHEREAS, the Company and the Subscriber desire
to amend and restate the Original Agreement by entering into this Agreement


  


NOW, THEREFORE, in consideration of the premises
and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


		1.	Agreement to Subscribe



 


		1.1.	Purchase and Issuance of
the Units.


 


		1.1.1.	Upon the terms and subject
to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees
to sell to the Subscriber, on the initial Closing Date (as defined below) the Initial Units in consideration of the payment of
the Initial Purchase Price (as defined below). On the initial Closing Date, or within a reasonable time after the initial Closing
Date, but in no event later than thirty (30) days after the initial Closing Date, the Company shall deliver to the Subscriber
the certificates representing the Securities purchased.


 


	 	1.1.2.	Subscriber hereby agrees to purchase up to an additional 26,250 Additional Units at $10.00 per Additional Unit for a purchase price of up to $262,500. The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or in part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.


  


		1.2.	Purchase Price.


 


	 	1.2.1.	As payment in full for the Initial Units being purchased under this Agreement, Subscriber shall pay an aggregate purchase price of $2,545,000 (the “Initial Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”) at least one (1) business days prior to the effective date of the Registration Statement.


 




     


     


    

 


	 	1.2.2.	As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Continental, on the Closing Date of the Over-Allotment Option.


 


1.3.    Closings. The closing
of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO and the closing of the
purchase and sale of Additional Units shall take place simultaneously with the closing of the Over-Allotment Option (each a “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, or such other place as may be agreed upon by
the parties hereto.


 


1.4      Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to September 30, 2017.


  


2.     Representations
and Warranties of the Subscriber


 


The Subscriber represents and warrants to the
Company that:


 


2.1.    No Government Recommendation
or Approval.  Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the Company or the Offering of the Securities. 


 


2.2.    Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3.    Intent. Subscriber is
purchasing the Securities solely for investment purposes, for such Subscriber’s own account and not with a view to the distribution
thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity. Subscriber shall not
engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


  


2.4.    Restrictions on Transfer.  Subscriber
acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act.  The Securities have not been registered under the Securities Act and, if in
the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with
any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and
understands the Securities are subject to transfer restrictions as described in Section 5 hereof. Subscriber agrees that if any
transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent
registration or another available exemption from registration, Subscriber agrees it will not resell the Securities (unless otherwise
permitted herein, as described in the Registration Statement).  Subscriber further acknowledges that because the Company
is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary
following consummation of the initial Business Combination of the Company, despite technical compliance with the requirements of
Rule 144 and the release or waiver of any contractual transfer restrictions.


 




     


     


    

 


2.5.    Sophisticated Investor.


 


(i)  Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is aware that an investment
in the Securities is highly speculative and subject to substantial risks because, among other things, the Securities are subject
to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is able to bear the economic
risk of its investment in the Securities for an indefinite period of time.


 


2.6.    Independent Investigation.  Subscriber,
in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon
any information or representations made by any third parties or upon any oral or written representations or assurances from the
Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in
this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity
to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and
conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber
has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been
supplied with all of the additional information concerning this investment which Subscriber has requested.


 


2.7     Organization and Authority.  Subscriber
is duly organized, validly existing and in good standing under the laws of the State of Delaware and it possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.    Authority. This Agreement has
been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.


  


2.9.    No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or instrument to which
Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement, order, judgment
or decree to which Subscriber is subject except as would not have a material adverse effect on Subscriber’s purchase hereunder.


 


2.10.  No Legal Advice from Company.  Subscriber
acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors.  Except
for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties
hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or
any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction.


  


2.11.  Reliance on Representations and
Warranties.  Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from
the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states,
and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.  No General Solicitation.  Subscriber
is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including but
not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).


 




     


     


    

 


2.13.  Legend.  Subscriber acknowledges
and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


3.    Representations,
Warranties and Covenants of the Company


 


The Company represents and warrants to, and
agrees with, the Subscriber that:


 


3.1.    Valid Issuance of Capital
Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 20,000,000 shares
of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As
of the date hereof, the Company has issued and outstanding 1,437,500 shares of Common Stock (of which up to 187,500 shares are
subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of
capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2     Title to Securities.  Upon
issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into between
the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant
Agreement”) and that certain rights agreement to be entered into between the Company and Continental, as rights agent
(the “Rights Agreement”), as the case may be, each of the Units, Placement Shares, Placement Warrants, Placement
Rights, Warrant Shares and Rights Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Units, the Warrant Shares and the Rights Shares shall have been reserved for issuance. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, the Warrant Agreement and the Rights Agreement, Subscriber will have or receive good
title to the Units, Placement Shares, Placement Warrants and Placement Rights, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


  


3.3.    Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4.    Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this
Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.


 


3.5.    No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result
in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a default
under any agreement or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company
is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities
filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be
filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants,
Placement Rights, Warrant Shares or Rights Shares in accordance with the terms hereof.


 


4.     Legends


 


4.1.    Legend. The Company
will issue the Units, Placement Shares, Placement Warrants and Placement Rights, and when issued, the Warrant Shares and Rights
Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate
“stop transfer” instructions:


 




     


     


    

 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN AMENDED AND RESTATED UNIT PURCHASE AGREEMENT BY AND BETWEEN I-AM CAPITAL
ACQUISITION COMPANY AND THE PURCHASER, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE AMENDED AND RESTATED UNIT PURCHASE AGREEMENT.”


  


4.2.    Subscriber’s Compliance.
Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with all applicable
securities laws upon resale of the Securities.


 


4.3.    Company’s Refusal
to Register Transfer of the Securities.  The Company shall refuse to register any transfer of the Securities, if in the
sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith.


 


4.4     Registration Rights.
Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, Subscriber and the Company, on or prior to the effective
date of the Registration Statement.


 


5.    Lockup.


 


The Subscriber acknowledges and agrees that
the Units, the Placement Shares, the Placement Warrants, the Placement Rights, the Warrant Shares and the Rights Shares shall not
be transferable, saleable or assignable until the consummation of a Business Combination, except to permitted transferees as defined
in the insider letter.


 


6.    Waiver of Liquidation
Distributions.


 


In connection with the Securities purchased
pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights
if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to
a Business Combination or (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon
the Company’s failure to timely complete the Business Combination.  In the event Subscriber purchases shares of
Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value
of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the
Company fails to consummate the Business Combination.


 


7.    Termination
of Placement Warrants and Placement Rights.


 


Failure to Consummate Business Combination.
The Placement Warrants and Placement Rights shall be terminated upon the dissolution of the Company or in the event that the Company
does not consummate the Business Combination within 12 months from the consummation of the IPO, or 21 months from the consummation
of the IPO if the Company extends the period of time to consummate a business combination as provided in its certificate of incorporation,
as amended.


 




     


     


    

 


8.     Rescission
Right Waiver and Indemnification.


 


8.1.    Subscriber understands
and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation
of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the
offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase
of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the
amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration,
as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made
in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights
shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the
Units and the transactions contemplated hereby.


 


8.2.    Subscriber agrees not
to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim
that may arise now or in the future relating to the purchase of the Units.


  


8.3.    Subscriber acknowledges
and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 8. 


 


8.4.    Subscriber agrees that
to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, Subscriber has offered such waiver for
the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal
right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.


 


9.     Terms of
the Units and Underlying Securities


 


9.1.    The Units and their component parts are
substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to
transfer restrictions, except in limited circumstances, until the consummation of the Business Combination, (ii) the Placement
Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and
may be exercisable on a “cashless” basis if held by Subscriber or its permitted transferees and (iii) the Units
and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to
the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.


 


10.   Governing Law;
Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties
hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


  


11.   Assignment; Entire
Agreement; Amendment


 


11.1.  Assignment. Neither this Agreement
nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing to be bound
by the terms hereof, including the waiver contained in Section 8 hereof.


 




     


     


    

 


11.2.  Entire Agreement. This Agreement
sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.


 


11.3.  Amendment. Except as expressly provided
in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.


 


11.4.  Binding upon Successors. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
and permitted assigns. 


  


12.   Notices


 


Unless otherwise provided herein, any notice
or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile
or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of
this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail,
return receipt requested, at such address or electronic mail address, as applicable, as either may designate for itself in such
notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal
or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed
to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has consented to
receive notice; (b) if by a posting on an electronic network together with separate notice to the party of such specific posting,
upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic
transmission, when directed to the party.


 


13.   Counterparts


 


This Agreement may be executed in one or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In
the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


14.   Survival; Severability


 


14.1.  Survival. The representations, warranties,
covenants and agreements of the parties hereto shall survive each Closing Date.


 


14.2.  Severability. In the event that any provision
of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially
changes the economic benefit of this Agreement to any party.


 


15.   Headings.


 


The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[Signature Pages Follow]


 




     


     


    

 


This subscription is accepted by the Company
as of the date first written above.


 


	 	I-AM CAPITAL ACQUISITION COMPANY
	 	 	 
	 	By:	/s/ F. Jacob Cherian
	 	 	Name: F. Jacob Cherian 
	 	 	Title: Chief Executive Officer


 


Accepted and agreed on the date hereof:


 


	 	
        SUBSCRIBER:

	 	 
	 	I-AM CAPITAL PARTNERS LLC
	 	 	 
	 	By:	/s/ Suhel Kanuga
	 	 	Name: Suhel Kanuga
	 	 	Title: Managing Member