Exhibit
10.4


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the
Omnibus Signature Page hereof (the “Purchaser”) and Parc Investments, Inc. (to be renamed “Aeluma,
Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in
connection with the private placement offering (the “Offering”) by the Company.


 


R
E C I T A L S


 


A.
The Company is offering a minimum of 3,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), at a purchase price of $2.00 per share (the “Per Share Purchase Price”), for an aggregate
purchase price of $6,000,000 (the “Minimum Offering Amount”), and a maximum of 3,500,000 shares of Common Stock
at the Per Share Purchase Price for an aggregate purchase price of $7,000,000 (the “Maximum Offering Amount”).
The Company may also sell an additional 500,000 shares of Common Stock at the Per Share Purchase Price for an aggregate Purchase Price
of $1,000,000 to cover over-subscriptions (the “Over-Subscription Option”), in the event the Offering is oversubscribed.
(References herein to “dollar” or “$” are to United States Dollars.)


 


B.
The Initial Closing (as defined below) of no less than the Minimum Offering Amount, including the Minimum Insider Investment (as defined
below) is contingent upon, and shall be consummated simultaneously with, the closing of a reverse triangular merger in accordance with
the terms of that certain Agreement and Plan of Merger, dated as of the Initial Closing Date (as defined below) (the “Merger
Agreement”), by and among the Company, Aeluma Operating Co., a Delaware corporation (“Merger-Sub”)
and wholly owned Subsidiary of the Company, and Biond Photonics, Inc. (d.b.a. “Aeluma”), a California corporation (“Aeluma”),
pursuant to which Merger-Sub will merge with and into Aeluma, with Aeluma surviving the merger as a wholly owned Subsidiary
of the Company (the “Merger”), and pursuant to which all of the outstanding capital stock of Aeluma will be
cancelled in exchange for shares of the Company’s Common Stock, and all outstanding Aeluma options, stock appreciation rights,
warrants and convertible debt will be either cancelled or assumed by, or exchanged for new securities to acquire Common Stock of, the
Company, at the same ratio at which outstanding shares of capital stock of Aeluma are exchanged, with appropriate adjustments to the
per share exercise or conversion price thereof, and otherwise on their original terms and conditions. The total number of shares of the
Company’s Common Stock that will be issued to pre-Merger stockholders of Aeluma or reserved for issuance upon exercise of warrants
and any other convertible securities of Aeluma (other than incentive stock options) is expected to be 4,100,000 shares. In addition,
as of the Closing, the Company will have an Equity Incentive Plan (the “EIP”) reserving 980,000 shares of Common
Stock, covering pre-Merger Aeluma incentive options to be assumed by, or exchanged for options of, the Company, as well as for the future
issuance, at the discretion of the Company’s board of directors (the “Board of Directors”), of options and other incentive
awards to officers, key employees, consultants and directors of the Company and its Subsidiaries. The number of shares initially reserved
for issuance under the EIP will be increased annually on the first day of each year beginning in 2022, at the discretion of the Board
of Directors, in an amount up to five percent (5%) of the shares of stock outstanding (on an as-converted basis) on the last day of the
immediately preceding year. Holders of Common Stock of the Company prior to the Merger will retain in the aggregate 2,500,000 shares
of Common Stock after the Merger. On or before the consummation of the Merger, the Company will change its name to “Aeluma, Inc.”


 



     


     


    

 





C.
Current officers, directors, and stockholders of Aeluma and their respective friends and family (“Insider Investors”)
will purchase a minimum aggregate amount of $800,000 of shares of Common Stock in the Offering (the “Minimum Insider Investment”).
The amount purchased by the Inside Investors shall count towards the achievement of the Minimum Offering Amount and Maximum Offering
Amount.. The Placement Agent, together with its officers, directors, shareholders, employees and other affiliates may also purchase shares
of Common Stock in the Offering (the “Placement Agent Purchases”) and to the extent they do so, such purchases will also
be counted towards the achievement of the Minimum Offering Amount and Maximum Offering Amount.


 


D.
The Shares (as defined below) subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or any state or foreign
securities Law. The Offering is being made on a reasonable best efforts basis to “accredited investors,” as defined in Regulation
D under the Securities Act, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D. For purposes of this Agreement, “Law” or “Laws”
means any federal, state, local or foreign or provincial statute, law (including, for the avoidance of doubt, any statutory, common,
or civil law), ordinance, rule, regulation, order, injunction, decree or agency requirement having the force of law or any undertaking
to or agreement with any Governmental Authority (as defined below).


 


E.
The parties intend to treat the Merger, together with the Initial Closing and the Subsequent Closing, if relevant, as part of a transaction
that is described in Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent
property is exchanged for stock as described therein.


 


AGREEMENT


 


The
Company and the Purchaser hereby agree as follows:


 


1.
Subscription.


 


(a)
Purchase and Sale of the Shares.


 


(i)
Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to
the Purchaser, that number of Shares set forth on the Purchaser’s Omnibus Signature Page attached hereto at the Per Share Purchase
Price, for a total aggregate purchase price for the Shares as set forth on such Omnibus Signature Page (the “Purchase Price”).
The minimum subscription amount for each purchaser in the Offering is $25,000 (or 12,500 Shares). The Company may accept subscriptions
for less than $25,000 from any purchaser in the Offering in its sole discretion. For the purposes of this Agreement, “Shares”
means the shares of Common Stock issued and sold to the Purchaser hereunder in the Offering at the Initial Closing (as defined below)
and at any Subsequent Closing (as defined below).


 


(ii)
In connection with the Offering, the Company has entered or will enter into other subscription agreements in the same form and containing
the same terms and conditions as this Agreement for shares of Common Stock (“Other Shares”) (each, an “Other
Subscription Agreement”) with purchasers in the Offering other than the Purchaser (collectively, “Other Purchasers”).


 



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(b)
Subscription Procedure; Closing.


 


(i)
Initial Closing. Subject to the terms and conditions of this Agreement, the initial closing of the Offering shall take place upon
the satisfaction (or waiver as provided herein) of the conditions set forth in Section 5 and Section 6 of this Agreement (other than
those conditions that by their nature will be satisfied at the Closing, but subject to the satisfaction (or waiver as provided herein)
of such conditions) or at such other time and place as is mutually agreed to by the Company and the Placement Agent (as defined below)
contingent upon and simultaneously with the closing of the Merger (the “Initial Closing” and the date that
the Initial Closing occurs, the “Initial Closing Date”).


 


(ii)
Subsequent Closings. If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior to June 25, 2021, or
at such later date as the Company and Placement Agent may mutually agree, without notice to or consent from the Purchaser or any Other
Purchaser, subject to the satisfaction (or waiver as provided herein) of the conditions set forth in Section 5 and Section 6 of this
Agreement (other than those conditions that by their nature will be satisfied at the Closing, but subject to the satisfaction (or waiver
as provided herein) of such conditions) (each a “Subsequent Closing” and collectively the “Subsequent
Closings” and the date that a Subsequent Closing occurs, a “Subsequent Closing Date”), the Company
may sell additional shares of Common Stock up to the Maximum Offering Amount, and if there are over-subscriptions, additional shares
of Common Stock may be sold at the Per Share Purchase Price in connection with the Over-Subscription Option (collectively, the “Subsequent
Closing Shares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agent,
including the Purchaser. Any Subsequent Closing Shares issued and sold to the Purchaser pursuant to this Section 1(b)(ii) shall
be deemed to be “Shares” for all purposes under this Agreement.


 


The
Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings” or
individually as a “Closing.” The Initial Closing Date and the Subsequent Closing Dates are each referred to
herein as a “Closing Date”. Closings may take place remotely via the exchange by electronic transmission of
documents and signatures.


 


(iii)
Subscription Procedure. To complete a subscription for the Shares, the Purchaser must fully comply with the subscription procedure
provided in subparagraphs (A) through (D) of this paragraph (iii) on or before the applicable Closing Date:


 


(A)
Subscription Documents. At or before the applicable Closing, the Purchaser shall review, complete and execute the Omnibus Signature
Page to this Agreement and the Registration Rights Agreement substantially in the form of Exhibit A hereto (the “Registration
Rights Agreement”), the Selling Securityholder Questionnaire (as defined in the Registration Rights Agreement),
the Purchaser Profile, Anti-Money Laundering Form and Accredited Investor Certification, attached hereto following the Omnibus Signature
Page (collectively, the “Subscription Documents”), and deliver the Subscription Documents to the party indicated
thereon at the address set forth under the caption “How to subscribe for Shares in the private offering of Parc Investments,
Inc. (to be renamed Aeluma Inc.)” below. Executed documents may be delivered to such party by facsimile or .pdf sent by
electronic mail (e-mail).


 



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(B)
Purchase Price. At or before the applicable Closing, the Purchaser shall deliver to Delaware Trust Company, in its capacity as
escrow agent (the “Escrow Agent”), under an escrow agreement among the Company, Aeluma, the Placement Agent
and the Escrow Agent (the “Escrow Agreement”) the full Purchase Price set forth on the Purchaser’s Omnibus
Signature Page attached hereto, by certified or other bank check or by wire transfer of immediately available funds, pursuant to the
instructions set forth under the caption “How to subscribe for Shares in the private offering of Parc Investments, Inc. (to
be renamed Aeluma, Inc.)” below. Such funds will be held for the Purchaser’s benefit in the escrow account established
for the Offering (the “Escrow Account”), without interest or offset.


 


(C)
Termination. This Agreement shall terminate automatically and be of no further force and effect, and any amounts deposited into
the Escrow Account by or on behalf of the Purchaser shall be returned to the Purchaser or its designee promptly, without interest or
offset, if (i) the Purchaser and the Company agree in writing to terminate this Agreement prior to the applicable Closing, (ii) the subscription
has been revoked in full by the Purchaser in accordance with Section 8, (iii) prior to the applicable closing, in the Purchaser’s
sole and absolute discretion, upon written notice to the Company, if any representation or warranty of the Company set forth in Section
3 hereof shall be or shall have become inaccurate or the Company shall have breached or failed to perform any of its covenants or
other agreements set forth in this Agreement, which inaccuracy, breach or failure to perform would give rise to the failure to satisfy
any of the conditions set forth in Section 6(a) or Section 6(b) of this Agreement and which inaccuracy, breach or failure
to perform cannot be cured by the Company or, if capable of being cured, is not cured within two (2) Business Days of the Purchaser’s
notice to the Company thereof; or (iv) the Merger Agreement is terminated pursuant to its terms. (For the purposes of this Agreement,
“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are
open for the general transaction of business.) The Company shall promptly (and in any event within one (1) Business Day) provide the
Purchaser with written notice of the termination of the Merger Agreement.


 


(D)
Company Discretion. The Purchaser understands and agrees that, prior to the execution and delivery of this Agreement by the Company,
the Company in its sole discretion reserves the right to accept or reject this subscription for Shares, in whole or in part. The Company
and the Purchaser shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of
this Agreement.


 



2.
                                            Placement Agent. GP Nurmenkari Inc. (the “Placement Agent”),
                                            a U.S.-registered broker-dealer, has been engaged by the Company as the Company’s exclusive
                                            placement agent, on a commercially reasonable “best efforts” basis, for the Offering.
                                            The Placement Agent will be paid at each Closing from the Offering proceeds a total cash
                                            commission of ten percent (10.0%) of the gross Purchase Price paid by the Purchaser and the
                                            aggregate gross purchase price paid by all Other Purchasers in the Offering at that Closing
                                            (or three percent (3.0%) of the first $800,000 invested in the Offering by Insider Investors)
                                            (the “Cash Fee”) and will receive warrants to purchase a number
                                            of shares of Common Stock equal to ten percent (10.0%) of the number of shares of Common
                                            Stock sold in the Offering at that Closing (or none (0%) of the first $800,000 worth of shares
                                            sold to Insider Investors), with a term of five years from the Initial Closing Date and an
                                            exercise price of $2.00 per share (the “Placement Agent Warrants”).
                                            On closing of the Minimum Offering, the Placement Agent will also receive from the Issuer
                                            50,000 shares of Common Stock. The Placement Agent will also be entitled to receive from
                                            the proceeds of the Offering a non-accountable expense allowance of $10,000, and the Issuer
                                            has agreed to pay certain other expenses of the Placement Agent in connection with the Offering.
                                            Any sub-agent of the Placement Agent that introduces investors to the Offering
                                            will be entitled to share in the Cash Fee and Placement Agent Warrants attributable to those
                                            investors pursuant to the terms of an executed sub-agent agreement with the Placement
                                            Agent.


 



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3.
Representations and Warranties of the Company. Except (i) as set forth in the Disclosure Schedule delivered to the Purchaser
prior to or concurrently with the execution of this Agreement (the “Disclosure Schedule”), or (ii) as qualified
in the Delivered Super 8-K (as defined below) delivered to the Purchaser in accordance with Section 6(j) of this Agreement (but excluding
any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer
or in any other section) to the extent they are cautionary, predictive or forward-looking in nature), the Company hereby represents and
warrants to the Purchaser, as of the date hereof and as of each applicable Closing Date, the following (provided that, as used
in this Section 3, the term “Subsidiaries” shall be construed to include Aeluma as of each applicable Closing Date and, provided,
further, that representations and warranties referencing the “Delivered Super 8-K” prior to the filing of the Super 8-K with
the SEC shall be deemed to be based on the assumption that the Merger has been consummated in accordance with the terms described in
the Draft Super 8-K (as defined below) ,) and provided further that any qualification as to “Knowledge” shall refer to the
actual knowledge of management of the Company in place following the consummation of the Merger and what any such person should have
known after reasonable investigation:


 


(a)
Organization and Qualification. The Company and each of its Subsidiaries is a corporation or limited liability company, as the
case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation,
and has the requisite corporate or limited liability company power to own, lease and operate its properties and to carry on its business
as currently conducted and as described in the Delivered Super 8-K. The Company and each of its Subsidiaries is duly qualified as a foreign
corporation or limited liability company, as the case may be, to do business and is in good standing in every jurisdiction in which the
nature of the business as currently conducted and as described in the Delivered Super 8-K makes such qualification necessary, except
to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. For purposes of this
Agreement, “Material Adverse Effect” means any event, circumstance, development, condition, occurrence, state
of facts, change or effect that, individually or in the aggregate with any other event, circumstance, development, condition, occurrence,
state of facts, change or effect, has or would reasonably be expected to (x) prevent or materially delay or materially impair the ability
of the Company or its Subsidiaries to carry out its obligations under this Agreement or (y) have any material adverse effect on the business,
properties, assets, liabilities, operations or condition (financial or otherwise), results of operations or future prospects of the Company
and its Subsidiaries, taken as a whole; provided, however, that for purposes of clause (y), none of the following shall
be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining
whether there has been or would reasonably be expected to have a “Material Adverse Effect”: (i) general financial, credit,
capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the
Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors), (ii) any effects alone
or in combination that arise out of, or result from, directly or indirectly from the announcement, pendency, execution or performance
of this Agreement, the transactions contemplated hereby or any action contemplated by this Agreement, (iii) acts of God, war (whether
or not declared), disease, including the COVID 19 pandemic, the commencement, continuation or escalation of a war, acts of armed hostility,
sabotage or terrorism or other international or national calamity or any material worsening of such conditions (provided, however,
that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s competitors), (iv)
any matter disclosed in the Disclosure Schedule or the Delivered Super 8-K (excluding any disclosures (whether contained under the heading
“Risk Factors,” in any “forward looking statements” disclaimer or in any other section) to the extent they are
cautionary, predictive or forward-looking in nature); (v) any failure by the Company or its Subsidiaries to meet any projections, budgets
or estimates of revenue or earnings (it being understood that the facts giving rise to such failure may be taken into account in determining
whether there has been a Material Adverse Effect (except to the extent such facts are otherwise excluded from being taken into account
by this proviso)), (vi) changes affecting the industry generally in which the Company or its Subsidiaries operates (provided,
however, that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s
competitors), or (vii) changes in Law or U.S. generally accepted accounting principles (“GAAP”) (provided,
however, that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s
competitors). For purposes of this Agreement, “Subsidiary” means, with respect to the Company, any corporation,
partnership, limited liability company, joint venture or other legal entity of any kind of which (i) 50% or more of the capital stock
or other equity interests or voting power are, directly or indirectly, controlled, owned or held by, or (ii) that is, at the time any
determination is made, controlled (whether by voting power, Contract (as defined below) or otherwise) by, in each case, the Company (either
alone or through or together with one or more of its other Subsidiaries); provided, that for all purposes of the representations
and warranties of the Company set forth in this Agreement, whether made as of the date hereof or as of the applicable Closing Date, Aeluma
and its Subsidiaries shall be deemed to be Subsidiaries of the Company regardless of whether the Merger has been consummated.


 



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(b)
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto
has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement,
the Registration Rights Agreement, the Escrow Agreement and the Merger Agreement (collectively with all other documents, certificates
or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction
Documents”) and to consummate the transactions contemplated thereby, including to issue the Shares, in accordance
with the terms hereof and thereof; (ii) the execution and delivery by the Company and each of its Subsidiaries party thereto of
each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized
by the Board of Directors or other applicable governing body of the Company or such Subsidiary, and no further action, proceeding, consent,
waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company or
any such Subsidiary, its respective board of directors or other governing body or its respective stockholders or equity holders; (iii) this
Agreement has been, and at the Closing each of the other Transaction Documents will be when delivered at the Closing, duly executed and
delivered by the Company and each of its Subsidiaries party thereto; and (iv) this Agreement and the other Transaction Documents,
when delivered at the Closing or at the closing of the Merger, as applicable, will constitute the valid and binding obligations of the
Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies
and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by
state or federal laws or public policy underlying such laws.


 


(c)
Capitalization. As of the date hereof and without giving effect to the Merger, the authorized capital stock of the Company consists
of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred
Stock”) and there are 5,000,000 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. Immediately
following the effective time of the Merger, but immediately before the Initial Closing, the authorized capital stock of the Company will
consist of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, and the Company is expected to have 4,100,000
shares of Common Stock issued and outstanding and will have no shares of Preferred Stock issued and outstanding. All of the outstanding
shares of Common Stock and of the capital stock of each of the Company’s Subsidiaries have been duly authorized, validly issued
and are fully paid and non-assessable and free of preemptive or similar rights and other Liens. All of the issued and outstanding capital
stock of each Subsidiary of the Company are owned, directly or indirectly, by the Company, free and clear of any Liens. Immediately after
giving effect to the Merger and the Closing of the Minimum Offering Amount or the Maximum Offering Amount (in each case, assuming no
sales pursuant to the Over-Subscription Option), the pro forma outstanding capitalization of the Company will be as set forth under “Pro
Forma Capitalization” in Schedule 3c. Immediately after giving effect to the Merger and the Closing:
(i) no shares of capital stock of the Company or any of its Subsidiaries will be subject to preemptive rights or any other similar
rights or any Liens suffered or permitted by the Company; (ii) except as set forth on Schedule 3c(ii), there will
be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible, exercisable or exchangeable into, any shares of capital stock of the Company or any of its Subsidiaries,
or any Contracts by which the Company or any of its Subsidiaries is or may become bound or pursuant to which the Company or any of its
Subsidiaries is otherwise obligated to issue additional shares of capital stock of the Company or any of its Subsidiaries; (iii) there
will be no outstanding debt securities of the Company or any of its Subsidiaries other than indebtedness as set forth in Schedule
3c(iii); (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule 3c(iv), there
will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the Securities Act; (v) there will be no outstanding registration statements of the Company or any of its
Subsidiaries, other than pursuant to the Registration Rights Agreement; (vi) except as set forth in Schedule 3c(vi),
there will be no securities or instruments of the Company or any of its Subsidiaries containing anti-dilution or similar provisions,
including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of
the Shares as described in this Agreement; (vii) no co-sale right, right of first refusal or other similar right will
exist with respect to the Shares or the issuance and sale thereof and (viii) no shares of Common Stock shall be reserved for issuance,
other than (A) 980,000 shares of Common Stock reserved for issuance under the EIP and (B) shares of Common Stock reserved for issuance
upon exercise or conversion of the securities listed in Schedule 3c(ii), if any. The Company has made available to
the Purchaser true and correct copies of the Company’s Articles of Incorporation, as in effect as of the Initial Closing, and the
Company’s Bylaws, as in effect as of the Initial Closing, and the terms of all securities exercisable for Common Stock and the
material rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees and consultants.
Except for the interests in the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns any equity interest
or other interest of any nature in, or any interest convertible, exchangeable, or exercisable for, equity interests or other interests
of any nature in any other person.


 



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(d)
Issuance of Shares. The Shares that are being issued to the Purchaser hereunder, when issued, sold and delivered in accordance
with the terms and upon payment the consideration set forth in this Agreement, will be duly and validly issued, fully paid and non-assessable,
and free of preemptive or similar rights, Taxes and other Liens with respect to the issuance thereof, and restrictions on transfer other
than restrictions on transfer under the Transaction Documents, applicable state and federal securities Laws and Liens created by or imposed
by the Purchaser. Assuming the accuracy of each of the representations and warranties of the Purchaser herein, the offer, issuance and
sale by the Company of the Shares to the Purchaser is exempt from registration under the Securities Act.


 


(e)
No Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby, including issuance and sale of the Shares in accordance with this
Agreement, have not and will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or equivalent constitutive
document) of the Company or any of its Subsidiaries; (ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any Contract to which the Company or any Subsidiary is a party, except for
those which would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, or
(iii) result in a violation of any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company
or any Subsidiary is bound or affected, except for those which would not reasonably be expected to be material to the business of the
Company and its Subsidiaries, taken as a whole. Neither the Company nor any Subsidiary is in violation of or in default under, any provision
of its Certificate of Incorporation or Bylaws or any other constitutive documents. Neither the Company nor any Subsidiary is in violation
of any term of or in default under any Contract, judgment, decree or order or any Law applicable to the Company or any Subsidiary, which
violation or breach has been or would reasonably be expected to be material to the business of the Company and its Subsidiaries, taken
as a whole. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities
Laws, neither the Company nor any of its Subsidiaries is required to obtain any Authorization of, or provide any notice to or make any
filing or registration with, any Governmental Authority in order for it to execute, deliver or perform any of its obligations under or
contemplated by this Agreement or the other Transaction Documents in accordance with the terms hereof or thereof, other than (i) the
filings required pursuant to Section 9(i), (ii) the filing of the registration statement contemplated by the Registration Rights Agreement
and (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Securities and Exchange Commission (the “SEC”)
under Regulation D. Except as set forth on Schedule 3e, neither the execution and delivery by the Company of the Transaction
Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby, will require any notice, consent or
waiver under any Contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to
which any of their assets or businesses is subject, except for any notice, consent or waiver the absence of which would not reasonably
be expected, individually or in the aggregate, to be material to the business of the Company and its Subsidiaries, taken as a whole.
All notices, consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to
deliver or obtain pursuant to the preceding two sentences have been or will be delivered or obtained or effected, and shall remain in
full force and effect, on or prior to the Closing.


 






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(f)
Absence of Litigation. Except as set forth on Schedule 3f, there is no, and to the Company’s Knowledge
since January 1, 2018 (the “Lookback Date”) there has not been any, action, suit, claim, inquiry, notice of
violation, arbitration, petition, charge, citation, summons, subpoena, proceeding (including any partial proceeding such as a deposition)
or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, before or by any
Governmental Authority (an “Action”) pending or threatened in writing or, to the knowledge of the Company,
threatened orally, against or affecting the Company or any of its Subsidiaries or any of their respective officers or directors or any
of their respective assets or businesses, which has or would be reasonably likely to (i) adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the other Transaction Documents
or (ii) be material to the business of the Company and its Subsidiaries, taken as a whole. For the purpose of this Agreement, the knowledge
of the Company means the knowledge of the officers of the Company (for the avoidance of doubt, after giving effect to the Merger) and
Aeluma, in each case, both actual or knowledge that they would have had upon reasonable inquiry of the personnel of the Company or Aeluma,
as applicable responsible for the applicable subject matter. Neither the Company nor any of its Subsidiaries is, and since the Lookback
Date has not been, subject to any judgment, decree, or order which has been, or would reasonably be expected to be material to the business
of the Company and its Subsidiaries, taken as a whole.


 





(g)
Acknowledgment Regarding Purchaser’s Purchase of the Shares. The Company acknowledges and agrees that the Purchaser is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. The Company further acknowledges that the Purchaser are not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Purchaser’s purchase of the Shares.


 


(h)
No General Solicitation. Neither the Company, nor to its Knowledge any of its Affiliates (as defined below), or any person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Shares. “Affiliate” means, with respect to any person, any other person
that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person,
as such terms are used in and construed under Rule 144 under the Securities Act (“Rule 144”). With respect
to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the
Purchaser will be deemed to be an Affiliate of the Purchaser.


 


(i)
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor to the Knowledge of the Company, any person acting
on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
under circumstances that would eliminate the availability of the exemption from registration under Rule 506(b) of Regulation D or afforded
by Section 4(a)(2) of the Securities Act in connection with the Offering of the Shares contemplated hereby or cause this Offering of
the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.


 


(j)
Employee Relations. Since the Lookback Date, there has been no actual or threatened in writing, or to the knowledge of the Company,
threatened orally, labor dispute, work stoppage, request for representation, union organizing activity, or unfair labor practice charges
involving the employees of the Company or any of its Subsidiaries. Neither Company nor any Subsidiary is party to any collective bargaining
agreement. The Company’s and/or its Subsidiaries’ employees are not members of any union, and the Company believes that its
and its Subsidiaries’ relationship with their respective employees is good.


 






    8


     


    

 


(k)
Intellectual Property Rights. Except as set forth on Schedule 3k, to the Company’s Knowledge, the Company
and each of its Subsidiaries exclusively owns, possesses, or has valid and enforceable rights to use, license, and exploit all Intellectual
Property used in, necessary for the conduct of the Company’s and its Subsidiaries’ business as currently conducted and as
described in the Delivered Super 8-K, except for a failure to own, possess or have such rights that would not reasonably be expected
to result in a Material Adverse Effect. There are no unreleased liens or security interests which have been filed, or which the Company
has received notice of, against any of the Intellectual Property owned by the Company. All Intellectual Property owned by the Company
or its Subsidiaries, and all Contracts pursuant to which the Company or its Subsidiaries license Intellectual Property, are valid and
enforceable, and the Company and its Subsidiaries are in full compliance with all such Contracts except as would not reasonably be expected
to result in a Material Adverse Effect. Furthermore, except as has not been and would not reasonably be expected to result in a Material
Adverse Effect, since the Lookback Date: (A) to the Company’s knowledge, there has been no infringement, misappropriation or violation
by third parties of any such Intellectual Property of the Company or its Subsidiaries; (B) there has been no Action pending or threatened
in writing (or to the Company’s knowledge, threatened orally) by others challenging the Company’s or any of its Subsidiaries’
ownership of or any rights in or to any such Intellectual Property; (C) the Intellectual Property owned by the Company and its Subsidiaries
and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its Subsidiaries, has not been adjudged
invalid or unenforceable, in whole or in part, and there has been no Action pending or threatened in writing (or to the Company’s
knowledge, threatened orally) by others challenging the validity, enforceability or scope of any such Intellectual Property; (D) there
has been no Action pending or threatened in writing (or to the Company’s knowledge, threatened orally) by others that the Company
or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of
others, and neither the Company nor any of its Subsidiaries has received any written notice of such Action; and (E) to the Company’s
knowledge, no employee of the Company or any of its Subsidiaries has violated any term of any employment Contract, patent disclosure
agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement
or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment
with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries.
The Company and its Subsidiaries have complied in all material respects with 37 C.F.R. §1.56 (Duty to disclose information
material to patentability). The consummation of the transactions contemplated hereby or by the other Transaction Documents will not result
in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect
of, the Company or any of its Subsidiaries’ right to own, use or hold for use any Intellectual Property as owned, used or held
for use in the conduct of the Company’s and its Subsidiaries’ business as currently conducted and as described in the Delivered
Super 8-K, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a
whole. The rights of the Company and each of its Subsidiaries in their Intellectual Property are valid, subsisting and enforceable, except
as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. The Company
and each of its Subsidiaries has taken reasonable steps to maintain their Intellectual Property and to protect and preserve the confidentiality
of all of their Trade Secrets. To the Company’s knowledge, there has not been any disclosure or access to any Trade Secrets of
the Company and each of its Subsidiaries by any unauthorized person. The Company and each of its Subsidiaries have taken and continue
to take commercially reasonable measures, at least consistent with prevailing industry practice, to ensure that all personal information
in their possession, custody or control is protected against loss and against unauthorized, access, use, modification, disclosure or
other misuse. “Intellectual Property” shall mean any and all rights title and interest in, arising out of,
or associated with any intellectual or intangible property, whether protected, created or arising in any jurisdiction throughout the
world, including the following: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals,
continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and
other Governmental Authority issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility
models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, slogans,
trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and
all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c)
copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals
of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including
“handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media
sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations,
applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration,
and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business
and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential
and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems,
applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases,
protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or industrial property
and proprietary rights.


 



    9


     


    

 





(l)
Environmental Laws.


 


(i)
Except as set forth on Schedule 3l, and except as would not reasonably be expected to be material to the business
of the Company and its Subsidiaries, taken as a whole: (x) the Company and each Subsidiary is in compliance and has complied with all
applicable Environmental Laws (as defined below); (y) the Company or its applicable Subsidiary is in possession of all Authorizations
required pursuant to Environmental Laws to conduct their respective businesses as currently conducted and as described in the Delivered
Super 8-K and (z) the Company or its applicable Subsidiary is in material compliance with all terms and conditions of such Authorizations.
There is no Action pending or threatened in writing (or to the Company’s knowledge, threatened orally) relating to any violation
or noncompliance with any Environmental Law involving the Company or any Subsidiary. For purposes of this Agreement, “Environmental
Law” means any national, state, provincial or local Law, statute, rule or regulation or the common law relating to the
environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order
pertaining to (A) treatment, storage, disposal, generation and transportation of Hazardous Substances; (B) air, water and noise
pollution; (C) groundwater and soil contamination; (D) the release or threatened release into the environment of industrial, toxic
or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills,
escapes or dumping of pollutants, contaminants or chemicals; (E) the protection of wild life, marine life and wetlands, including
without limitation all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or discarded barrels,
and other closed receptacles; (G) health and safety of employees and other persons; and (H) manufacturing, processing, using,
distributing, treating, storing, disposing, transporting or handling of Hazardous Substances. As used above, the terms “release”
and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended.


 





(ii)
None of the Company or any of its Subsidiaries has any liability or obligation under any Environmental Law with respect to any release,
spill, emission, leaking, pumping, pouring, emptying, leaching, escaping, dumping, injection, deposit, discharge or disposing of any
Hazardous Substance in, onto or through the environment, except as would not reasonably be expected to have a Material Adverse Effect.
“Hazardous Substances” means all materials, wastes, or substances defined by, or regulated under, any Environmental
Laws, including as a hazardous waste, hazardous material, hazardous substance, extremely hazardous waste, restricted hazardous waste,
contaminant, pollutant, toxic waste, or toxic substance, and specifically including petroleum and petroleum products, asbestos, radon,
lead, toxic mold, radioactive materials, and polychlorinated biphenyls.


 






    10


     


    

 


(m)
Authorizations; Regulatory Compliance. Except as set forth on Schedule 3m, the Company and each of its Subsidiaries
holds, and is operating in compliance with, all authorizations, licenses, permits, approvals, clearances, registrations, exemptions,
consents, certificates, waivers, filings, qualifications and orders of each applicable entity or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to United States federal, state or local government or foreign, or
other governmental, including any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial
or arbitral authority thereto (each a “Governmental Authority”) and supplements and amendments thereto (collectively,
“Authorizations”) required for the conduct of its business as currently conducted and as described in the Delivered
Super 8-K, or that are otherwise material to the business of the Company and its Subsidiaries, in all applicable jurisdictions, except
as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. All Authorizations
held by the Company or its Subsidiaries are valid and in full force and effect. Neither the Company nor any of its Subsidiaries is in
material violation of any terms of any such Authorizations; and neither the Company nor any of its Subsidiaries has received written
notice from any Governmental Authority of any revocation or modification of any such Authorization, or written notice (or to the Company’s
knowledge, oral notice) that such revocation or modification is being considered, except to the extent that any such revocation or modification
would not be reasonably expected to be material to the business of the Company and its Subsidiaries, taken as a whole. The Company and
each of its Subsidiaries is in compliance, and has since the Lookback Date been in compliance, with all applicable federal, state, local
and foreign Laws, including such Laws applicable to the manufacture, distribution, import and export of regulated products and component
parts, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.
Neither the Company nor any of its Subsidiaries has received written notice (or to the Company’s knowledge, oral notice) of any
ongoing claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority
or third party alleging that any product operation or activity is in material violation of any Laws or any Authorizations. The Company
and each of its Subsidiaries has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments thereto as required by any Laws or any Authorizations and all such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments, to the Company’s knowledge,
were complete, correct and not misleading on the date filed in all material respects (or were corrected or supplemented by a subsequent
submission). Neither the Company nor any of its Subsidiaries is a party to any corporate integrity agreement, deferred prosecution agreement,
monitoring agreement, consent decree, settlement order, or similar agreements, or has any reporting obligations pursuant to any such
agreement, plan or correction or other remedial measure entered into with any Governmental Authority.


 


(n)
Title. Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth on Schedule 3n,
each of the Company and its Subsidiaries has good and marketable title to all of its personal property and other tangible assets (i)
purportedly owned or used by them as reflected in the Delivered Super 8-K, or (ii) necessary for the conduct of their business as currently
conducted and as described in the Delivered Super 8-K, free and clear of any legal or equitable, specific or floating, lien (statutory
or otherwise), restriction, mortgage, deed of trust, pledge, lien, security interest, restrictive covenant, or other adverse right, charge,
claim or encumbrance of any kind or nature whatsoever (collectively, “Liens”), except for Liens which would
not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3n, with respect to
properties and assets it leases, each of the Company and its Subsidiaries is in compliance with such leases and holds a valid leasehold
interest free of any Liens, except for such Liens which would not reasonably be expected to have a Material Adverse Effect.


 



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(o)
Tax Status. The Company and each Subsidiary has filed (taking into account any valid extensions) all federal, state, local and
foreign income and all other material returns, declarations, reports, elections, designations, or information returns or statements made
to a Governmental Authority relating to Taxes, including any schedules or attachments thereto and any amendments thereof (collectively,
“Tax Returns”) required to be made or filed by it or with respect to it by any jurisdiction to which it is
subject. Such Tax Returns accurately reflect, in all material respects, the Tax liabilities of the Company and its Subsidiaries (other
than Taxes not yet due and payable). The Company and each Subsidiary has timely paid all income Taxes and all other material Taxes and
other material governmental assessments and material charges, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and for which the Company and its Subsidiaries have adequately reserved and accrued for in
accordance with GAAP. The Company has reserved and accrued on its books provisions in accordance with GAAP amounts that are reasonably
adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid Taxes in any material amount claimed to be due from the Company or any Subsidiary by the taxing authority of any
jurisdiction. There are no, and since the Lookback Date there have been no, pending or threatened in writing (or to the Company’s
knowledge, threatened orally) Actions by the taxing authority of any jurisdiction against the Company or any of its Subsidiaries. Neither
the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any Tax indemnity, Tax sharing or Tax allocation agreement
(but not including any agreement whose primary subject matter is not Taxes) (a “Tax Agreement”). The Company is not
a “United States real property holding corporation” within the meaning of Section 897(c) of the Code. For purposes of this
Agreement, “Tax” or “Taxes” means (i) any and all U.S. federal, state, local, or
non-U.S. taxes, assessment, levy or other charges, including net or gross income, gross receipts, net proceeds, estimated, sales, use,
ad valorem, value added, franchise, license, withholding, payroll, employment, excise, property (including both real and personal), unclaimed
property remittance/escheat, deed, stamp, alternative or add-on minimum, occupation, severance, unemployment, social security, workers’
compensation, capital, premium, windfall profit, environmental, custom duties, fees, transfer and registration taxes, and any governmental
charges in the nature of a tax imposed by a Governmental Authority, (ii) any liability for the payment of any amounts of any of the foregoing
types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement
whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other person
and (iii) any liability for the payment of any amounts as a result of being a party to any Tax Agreement.


 





(p)
Certain Transactions. Except as set forth on Schedule 3p, to the Company’s Knowledge, none of the direct or
indirect equity holders, stockholders, controlling persons, partners, managers, members, officers, directors, employees, general or limited
partners or assignees (each, a “Related Party”) of the Company or any Subsidiary is presently, or has since
the Lookback Date been, a party to any Contract or transaction with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any Contract providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner. All transactions that would be required to be disclosed by the Company pursuant to Item
404 of Regulation S-K promulgated under the Securities Act are disclosed in the SEC Reports or the Delivered Super 8-K in accordance
with Item 404 of Regulation S-K.


 






    12


     


    

 


(q)
Rights of First Refusal. Except as set forth on Schedule 3q, the Company is not obligated to offer the securities
offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former
stockholders of the Company, underwriters, brokers, agents or other third parties.


 


(r)
Insurance. The Company and its Subsidiaries have insurance policies of the type and in amounts customarily carried by organizations
conducting businesses or owning assets similar to those of the Company and its Subsidiaries, and in any event maintain insurance policies
in amounts as required by applicable Law or any Contract to which the Company or its Subsidiaries is a party or to which any of its assets
or businesses is subject. All such insurance policies are in full force and effect and binding and enforceable in accordance with their
terms, and all premiums due and payable thereon have been timely paid in full. Neither the Company nor any of its Subsidiaries is in
default with respect to its obligations under any such insurance policy, nor has there been any failure to give any notice or present
any claim under any such insurance policy in due and timely fashion except as would not, individually or in the aggregate, reasonably
be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. There is no material claim pending
under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy and there has been
no notice of cancellation of nonrenewal of any such insurance policy received by the Company or any of its Subsidiaries. Since the Lookback
Date, no limits on any insurance policy of the Company or any of its Subsidiaries have been exhausted, materially eroded or materially
reduced.


 


(s)
SEC Reports. The Company has timely filed or furnished , as applicable, all reports, proxy statements, schedules, forms, statements,
certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed
or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the “Exchange Act”) (together with the Super 8-K, the “SEC Reports”) since
the Lookback Date (or such shorter period since the Company was first required by Law or regulation to file such material). The
Super 8-K when filed will comply, and the other SEC Reports at the time they were filed complied, in all material respects with the Securities
Act or the Exchange Act, as applicable. There are no Contracts, or any material changes or amendments thereto, or any waivers of any
material right thereunder, that are required to be described in the SEC Reports or the Delivered Super 8-K that were not described, in
all material respects, as required in the SEC Reports or the Delivered Super 8-K. There are no Contracts, or any material changes or
amendments thereto, or any waivers of any material right thereunder, that are required to be filed as exhibits to the Super 8-K will
not have been filed as required therein. There are no outstanding or unresolved comments in comment letters received from the SEC staff
with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations,
other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s
knowledge, threatened orally), in each case regarding any accounting practice of the Company.


 



    13


     


    

 





(t)
Financial Statements.


 


(i)
The audited consolidated financial statements of Aeluma and its Subsidiaries as of and for the fiscal years ended December 31, 2020 and
2019, and the unaudited interim consolidated financial statements of Aeluma for the quarter ended March 31, 2021 (in each case consisting
of the balance sheets related statements of income and retained earnings, owners’ equity and cash flow), and the unaudited pro
forma consolidated financial statements of the Company (after taking into effect the Merger) (including, in each case, the notes thereto)
included in the Delivered Super 8-K comply in all material respects with GAAP and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing (the foregoing financial statements, the “Financial Statements”). The Financial
Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and include all adjustments
(consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of
the entities or business to which they relate as of the date thereof, and fairly present in all material respects the financial position
of Aeluma and its Subsidiaries taken as a whole, or the Company and its consolidated Subsidiaries taken as a whole, as applicable, as
of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments that will not, individually or in the aggregate, be material. The pro forma
financial information and the related notes, if any, included in the Delivered Super 8-K have been properly compiled and prepared in
accordance with the applicable requirements of the Securities Act and fairly present in all material respects the information shown therein,
and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein.


 


(ii)
Except as disclosed in the Delivered Super 8-K, the Company (A) maintains a standard system of accounting established and administered
in accordance with GAAP and (B) has established and maintains a system of internal controls over financial reporting designed to provide
reasonable assurance regarding the reliability of the financial reporting and the preparation of the Financial Statements for external
purposes in accordance with GAAP. There (x) are no significant deficiencies or weaknesses in any system of internal accounting controls
used by each of the Company’s Subsidiaries, except as disclosed in the Delivered Super 8-K, (y) has not since the Lookback Date
been any fraud or other unlawful act on the part of any of management or other employees of the Company and each of its Subsidiaries
who have a role in the preparation of Financial Statements or the internal accounting controls used by the Company and each of its Subsidiaries
related to such preparation or controls and (z) has not since the Lookback Date been any claim or allegation regarding any of the foregoing.


 





(iii)
Neither the Company nor any of its Subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) other than (A)
liabilities disclosed on the audited balance sheet (including the notes thereto) or the interim balance sheet (including the notes thereto)
and (B) liabilities that have been incurred since the date of the latest balance sheet of the Company and the latest balance sheet of
Aeluma included in the Financial Statements in the ordinary course of business, which liabilities, individually or in the aggregate,
are not material to the business of the Company and its Subsidiaries (taken as a whole).


 


(iv)
To the knowledge of the Company, Rose, Snyder & Jacobs LLP (the “Auditor”), whose report will be filed
with the SEC and included in the Super 8-K, is an independent registered public accounting firm with respect to the Company as required
by the Exchange Act and the rules and regulations promulgated thereunder and the rules and regulations of the Public Company Accounting
Oversight Board. The Auditor has not, during the periods covered by the Financial Statements provided to the Company any non-audit services,
as such term is used in Section 10A(g) of the Exchange Act.


 






    14


     


    

 


(u)
Material Changes. Except for the transactions contemplated hereby or in the Merger Agreement, since the date of the latest balance
sheet of the Company and the latest balance sheet of Aeluma included in the financial statements contained in the Delivered Super 8-K,
except as set forth on Schedule 3(u), (i) there have been no events, occurrences or developments that have had or
would reasonably be expected to have a Material Adverse Effect with respect to the Company or Aeluma, (ii) there have not been any
changes in the assets, financial condition, business or operations of the Company or Aeluma from that reflected in the financial statements
contained in the Delivered Super 8-K except changes in the ordinary course of business which have not been, either individually or in
the aggregate, materially adverse to the business, properties, financial condition, results of operations or future prospects of the
Company or Aeluma, (iii) none of the Company or Aeluma or any of their respective Subsidiaries has altered its method of accounting or
the manner in which it keeps its accounting books and records, and (iv) none of the Company or Aeluma or any of their respective
Subsidiaries has declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested
stock issued to employees of the Company). The Company and its Subsidiaries, individually and on a consolidated basis, are not as of
the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent
(as defined below). “Insolvent” means, with respect to the Company, on a consolidated basis with its Subsidiaries,
(i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay
the Company’s and its Subsidiaries’ total indebtedness, (ii) the Company and its Subsidiaries are unable to pay their debts
and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company
and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature.


 





(v)
Disclosure Controls. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-15 under
the Exchange Act) and except as disclosed in the Delivered Super 8-K, such controls and procedures are effective in ensuring that material
information relating to the Company, including its Subsidiaries, is made known to the principal executive officer and the principal financial
officer.


 


(w)
Sarbanes-Oxley. The Company is, and has been since the Lookback Date, to the extent applicable, in compliance in all material
respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it.


 


(x)
Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any Subsidiary
and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Delivered Super
8-K and is not so disclosed.


 


(y)
Foreign Corrupt Practices. Neither the Company and its Subsidiaries, nor any of their respective directors, managers, officers,
agents or employees or other person acting on behalf of the Company or its Subsidiaries, has: (i) directly or indirectly, used any
funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment or offered anything of value to foreign or domestic government officials or employees or to any foreign
or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company
or any of its Subsidiaries (or, to the Company’s knowledge, made by any person acting on their behalf) which is in violation of
Law or (iv) violated any applicable anti-terrorism Law or regulation, nor have any of them otherwise taken any action which would reasonably
cause the Company or any of its Subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable
Law of similar effect.


 






    15


     


    

 


(z)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
manager, officer, agent, employee or Affiliate of the Company or any Subsidiary is, or is acting under the direction of, on behalf of
or for the benefit of a person that is, or is owned or controlled by a person that is, currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department.


 


(aa)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
and other applicable money laundering Laws and applicable rules and regulations thereunder (collectively, the “Money Laundering
Laws”), and no Action by or before any Governmental Authority involving the Company or any Subsidiary with respect to the
Money Laundering Laws is pending or threatened in writing (or to the Company’s knowledge, threatened orally).


 





(bb)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection
with the placement of the Securities.


 


(cc)
Privacy and Data Security.


 


(i)
“Business Privacy and Data Security Policies” means all of the Company’s or one of its Subsidiaries’
present, internal or public-facing policies, notices, and statements concerning the privacy, security, or Processing of Personal Information
in the conduct of the Business. “Personal Information” means any information that identifies or, alone or in
combination with any other information, could reasonably be used to identify, locate, or contact a natural person, including name, street
address, telephone number, email address, identification number issued by a Governmental Authority, credit card number, bank information,
customer or account number, online identifier, device identifier, IP address, browsing history, search history, or other website, application,
or online activity or usage data, location data, biometric data, medical or health information, or any other information that is considered
“personally identifiable information,” “personal information,” or “personal data” under applicable
Law, and all data associated with any of the foregoing that are or could reasonably be used to develop a profile or record of the activities
of a natural person across multiple websites or online services, to predict or infer the preferences, interests, or other characteristics
of a natural person, or to target advertisements or other content to a natural person. “Privacy Laws” means
all applicable Laws, orders, writs, judgments, injunctions, decrees, stipulations, determinations or awards entered by or with any Governmental
Authority, and binding guidance issued by any Governmental Authority concerning the privacy, security, or Processing of Personal Information
(including Laws of jurisdictions where Personal Information was collected), including, as applicable, data breach notification Laws,
consumer protection Laws, Laws concerning requirements for website and mobile application privacy policies and practices, Social Security
number protection Laws, data security Laws, and Laws concerning email, text message, or telephone communications. Without limiting the
foregoing, Privacy Laws include the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented by the Health
Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009 and all other similar
international, federal, state, provincial, and local Laws. “Processing” means any operation performed on Personal
Information, including the collection, creation, receipt, access, use, handling, compilation, analysis, monitoring, maintenance, storage,
transmission, transfer, protection, disclosure, destruction, or disposal of Personal Information.


 



    16


     


    

 





(ii)
The Company and each of its Subsidiaries, and, to the Company’s knowledge, all vendors, processors, or other third parties acting
for or on behalf of the Company or any of its Subsidiaries in connection with the Processing of Personal Information or that otherwise
have been authorized to have access to Personal Information in the possession or control of the Company or any of its Subsidiaries, comply
and at all times since the Lookback Date have complied, with all of the following in the conduct of its business as currently conducted
and as disclosed in the Delivered Super 8-K: (A) Privacy Laws; (B) rules of self-regulatory organizations; (C) industry standards, guidelines,
and best practices; (D) the Business Privacy and Data Security Policies; and (E) all obligations or restrictions concerning the privacy,
security, or Processing of Personal Information under any Contract to which the Company or any of its Subsidiaries is a party or otherwise
bound as of the date hereof, in each case, except for violations that, individually or in the aggregate, have not been and would not
reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.


 


(iii)
Neither the consummation of the Merger nor the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby, does or will: (A) conflict with or result in a violation or breach of any Privacy Laws or Business Privacy and Data
Security Policies (as currently existing or as existing at any time during which any Personal Information was collected or Processed
by or for the Company or any of its Subsidiaries in the conduct of its business as now being conducted); or (B) require the consent of
or notice to any person concerning such person’s Personal Information, in each case, except as has not been and would not reasonably
be expected to have a Material Adverse Effect.


 


(iv)
Since the Lookback Date, (A) no Personal Information in the possession or control of the Company or any of its Subsidiaries, or to the
Company’s knowledge, held or Processed by any vendor, processor, or other third party for or on behalf of the Company or any of
its Subsidiaries, in the conduct of its business has been subject to any data or security breach or unauthorized access, disclosure,
use, loss, denial or loss of use, alteration, destruction, compromise, or Processing (a “Security Incident”),
and (B) neither the Company nor any of its Subsidiaries has notified and, to the Company’s knowledge, there have been no facts
or circumstances that would require the Company or any of its Subsidiaries to notify, any Governmental Authority or other person of any
Security Incident in the conduct of its business, in each case, except as has not been and would not reasonably be expected to have a
Material Adverse Effect.


 






    17


     


    

 


(v)
Since the Lookback Date, neither the Company nor any of its Subsidiaries has received any notice, request, claim, complaint, correspondence,
or other communication in writing (or to the Company’s knowledge, orally) from any Governmental Authority or other person, and
to the Company’s knowledge there has not been any audit, investigation, enforcement action (including any fines or other sanctions),
or other Action relating to, any actual, alleged, or suspected Security Incident or violation of any Privacy Law involving Personal Information
in the possession or control of the Company or any of its Subsidiaries, or held or Processed by any vendor, processor, or other third
party for or on behalf of the Company or any of its Subsidiaries, in the conduct of its business, in each case, except as has not been
and would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.


 


(vi)
In the conduct of its business, the Company and each of its Subsidiaries has at all times since the Lookback Date implemented and maintained,
and required all vendors, processors, and other third parties that Process any Personal Information for or on behalf of the Company or
any of its Subsidiaries to implement and maintain, all security measures, plans, procedures, controls, and programs, including written
information security programs, to (A) identify and address internal and external risks to the privacy and security of Personal Information
in their possession or control; (B) implement, monitor, and improve adequate and effective administrative, technical, and physical safeguards
to protect such Personal Information and the operation, integrity, and security of its software, systems, applications, and websites
involved in the Processing of Personal Information; and (C) provide notification in compliance with applicable Privacy Laws in the case
of any Security Incident, in each case, except as has not been and would not reasonably be expected to be material to the business of
the Company and its Subsidiaries, taken as a whole.


 





(dd)
Brokers’ Fees. Except as set forth on Schedule 3(dd), neither of the Company nor any of its Subsidiaries has
any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated
by this Agreement, except for the payment of fees to the Placement Agent as described in Section 2 above.


 


(ee)
Disclosure Materials. The SEC Reports and the Disclosure Materials, at the time filed or furnished, were (or in the case of the
Super 8-K, will be) true and correct in all material respects and did not or will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. For the purposes of this Agreement, “Disclosure Materials” means
the Confidential and Non-Binding Summary Term Sheet of the Company previously provided to the Purchaser, and any roadshow presentation
delivered to the Purchaser in connection with the contemplated purchase of the Shares, each as amended from time to time, relating to
the Offering and any supplement or amendment thereto, and any disclosure schedule or other information document, including the Disclosure
Schedule, delivered to the Purchaser prior to its execution of this Agreement, and any such document delivered to the Purchaser after
its execution of this Agreement and prior to the closing of the Purchaser’s subscription hereunder, including the Delivered Super 8-K.


 






    18


     


    

 


(ff)
Investment Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the
Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


 


(gg)
Reliance. The Company acknowledges that the Purchaser is relying on the representations and warranties (as modified by the disclosures
on the Disclosure Schedule or the Delivered Super 8- K (excluding any disclosures (whether contained under the heading “Risk
Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary,
predictive or forward-looking in nature) made by the Company hereunder and that such representations and warranties (as modified by the
Disclosure Schedule or the Delivered Super 8-K (excluding any disclosures (whether contained under the heading “Risk
Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary,
predictive or forward-looking in nature) are a material inducement to the Purchaser purchasing the Shares. The Company further acknowledges
that without such representations and warranties of the Company made hereunder, the Purchaser would not enter into this Agreement with
the Company.


 





(hh)
Bad Actor Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company
Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any person listed in the first paragraph of Rule 506(d)(1). The Company represents that it has exercised reasonable
care to determine the accuracy of the representation made by the Company in this paragraph.


 


(ii)
Anti-Dilution. There are no securities or instruments issued by or to which the Company is a party as of the date hereof or as
of the Closing containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock in connection
with the Offering or pursuant to any other Subscription Agreement entered into in connection with the Offering.


 


(jj)
Other Purchasers. The Company has not entered into any side letter or similar agreement with any Other Purchaser in connection
with such Other Purchaser’s direct or indirect investment in the Company other than the applicable Other Subscription Agreement.
Each Other Purchaser will enter into the applicable Other Subscription Agreement and no other side letters or similar agreements with
respect to its investment in the shares of Common Stock in connection with the Offering. Each Other Subscription Agreement is in the
same form and contains the same terms and provisions as this Agreement.


 






    19


     


    

 


(kk)
Leased Real Property. There are no pending or, to the knowledge of the Company, any threatened condemnation proceedings, lawsuits
or other Actions relating to any real property leased by the Company or any of its Subsidiaries or any of the buildings, structures and
facilities located thereon (the “Leased Real Property”) or other matters affecting adversely the current use,
occupancy or value thereof. The Company and its applicable Subsidiaries enjoy quiet possession under all leases for each parcel of Leased
Real Property (each, a “Lease”) and no Leased Real Property under any such Lease is subject to any Lien, easement,
right-of-way, building or use restriction, exception, variance, reservation or limitation, as might, in any material respect, interfere
with or impair the present and continued use thereof by the Company or its Subsidiaries in the usual and normal conduct of the business
of the Company and its Subsidiaries.


 


(ll)
Material Contracts.


 


(i)
“Material Contracts” means any written or oral agreement, contract, commitment, arrangement, subcontract, license,
sublicense, lease, sublease, sales order, purchase order, indenture, mortgage, note, bond, letter of credit, warrant, instrument, obligation,
or understanding (collectively, including all amendments, supplements and modifications thereto, “Contracts”)
to which the Company or any of its Subsidiaries is a party or by which any of their respective assets or businesses are bound :


 


(ii)
that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities
Act);


 





(A)
that is a joint venture, alliance, partnership or similar agreement that is material to the operation of the Company and its Subsidiaries,
taken as a whole;


 


(B) that
provides for payments to the Company or any of its Subsidiaries or includes future payment obligations of the Company or its Subsidiaries
outside of the ordinary course of business, in each case, in excess of $100,000 annually;


 


(C) that
creates a Lien on any material asset of the Company or any of its Subsidiaries;


 


(D) that
evidences indebtedness of the Company or any of its Subsidiaries;


 


(E) that
contains an exclusivity clause that restricts the Company or any of its Subsidiaries or a covenant not to compete in any line of business
with any person in any geographical area that restricts the Company or any of its Subsidiaries or that otherwise restricts the Company
or any of its Subsidiaries from freely providing products or services to any customer or potential customer, or that restricts the right
of the Company or any of its Subsidiaries to sell to or purchase from any other person;


 


(F) that
relates to the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) at any time since
the Lookback Date other than those related to the Company’s efforts to seek the acquisition of an operating company prior to the
acquisition of Aeluma;


 


(G)
that is with any Related Party of the Company or any of its Subsidiaries;


 


(H)
that grants to the counterparty a right of first refusal, first offer or first negotiation outside of the ordinary course of business
of the Company, except for any such preemptive or similar rights in favor of the equity holders of Aeluma that will be terminated or
extinguished in connection with the Share Exchange;


 






    20


     


    

 


(I)
that grants the other party or any third party “most favored nation” status or any similar rights;


 


(J)
that is a Lease;


 


(K)
other than in the ordinary course of business, (i) that grants any person a right to use Intellectual Property of the Company or any
of its Subsidiaries or (ii) that grants the Company or any of its Subsidiaries to use the Intellectual Property of another person;


 


(L)
that provides for indemnification to or from any person with respect to liabilities relating to the business of the Company or its Subsidiaries
or any former businesses of the Company or its Subsidiaries or any predecessor thereof; or


 


(M)
that is otherwise material to the business of the Company and its Subsidiaries, taken as a whole.


 





(iii)
Each Material Contract is the legal, valid and binding obligation of the Company or one of its Subsidiaries that is a party thereto,
and is enforceable against the Company or one of its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparties,
in accordance with its terms, other than, in all cases, Material Contracts that have expired, been terminated or superseded in accordance
with their terms following the date hereof. Neither the Company or any of its Subsidiaries, nor to the knowledge of the Company, any
counterparty, is in violation, breach or default under any such Contract or has improperly terminated, revoked or accelerated any Material
Contract and no event or condition exists or has occurred which, with the giving of notice or the lapse of time or both, would, under
any Material Contract, (A) constitute a breach or default by the Company or any of its Subsidiaries, or to the knowledge of the Company,
a counterparty, (B) give to the counterparty any rights of termination, acceleration or cancellation of, (C) result in any obligation
imposed on the Company or any of its Subsidiaries thereunder or a loss of a benefit in favor of the Company or any of its Subsidiaries
thereunder, (D) allow the imposition of any fees or penalties on the Company or any of its Subsidiaries thereunder, require the offering
or making of any payment or redemption by the Company or any of its Subsidiaries thereunder or (E) give rise to any increased, guaranteed,
accelerated or additional rights or entitlements to the counterparty thereunder, in each case, except for (i) such breaches, defaults
and events which would not reasonably be expected to have a Material Adverse Effect, and (ii) any Material Contracts that will expire
or terminate in accordance with their terms in connection with or as contemplated by or directly related to the Merger Agreement and
the transactions contemplated thereby, including to the extent applicable, Contracts with the stockholders or investors of the Company
or any of its Subsidiaries, indemnification agreements with each of their respective directors or officers, employment, consulting agreements
or equity award agreements with each of their employees or other service providers. None of the Company or any of its Subsidiaries has
received any written notice of the intention of any person to terminate, fail to renew or materially and adversely modify any Material
Contract.


 






    21


     


    

 


(mm)
Employee Benefits.


 


(i)
“Benefit Plan” means any plan, program, arrangement or agreement that is a pension, profit-sharing, savings,
retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation,
bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation,
vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life
insurance policies as to which the Company is the owner, the beneficiary, or both), Code Section 125 “cafeteria” or “flexible”
benefit, employee loan, educational assistance or fringe benefit plan, program, arrangement or agreement, whether written or oral, including,
without limitation, any (A) “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”) or (B) other
employee benefit plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject to ERISA (including
any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement
or otherwise), which the Company or any of its Subsidiaries sponsors or maintains for the benefit of its current or former officer, director,
employee, leased employee, consultant or agent (or their respective beneficiaries), or with respect to which the Company or any of its
Subsidiaries has, or could reasonably be expected to have, any direct or indirect present or future liability.


 





(ii)
Each Benefit Plan has been established, maintained and operated in all respects in accordance with its terms and in compliance with all
applicable provisions of applicable Laws, including Section 409A of the Code and the regulations and other guidance issued thereunder,
in each case, except as has not been and would not reasonably be expected to have, a Material Adverse Effect. There are no investigations
by any Governmental Authority, termination proceedings or other claims (except routine claims for benefits payable under the Benefit
Plans) or Actions pending in writing (or to the Company’s knowledge, orally) against any Benefit Plan or asserting any rights to
or claims for benefits under any Benefit Plan that would reasonably be expected to give rise to any material liability. No non-exempt
“prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or is reasonably
expected to occur with respect to any Benefit Plan. No Benefit Plan is (A) subject to Section 412 of the Code, Title IV of ERISA or Section
302 of ERISA (including a “multiemployer” plan within the meaning of Section 3(37) of ERISA), (B) a “multiple employer
plan” as defined in Section 413(c) of the Code, or (C) a “multiple employer welfare arrangement” within the meaning
of Section 3(40) of ERISA. No Benefit Plan is subject to the Laws of any jurisdiction other than the United States.


 


(iii)
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, in connection
with any other event(s), (i) result in any payment or benefit becoming due to any current or former employee, contractor or director
of the Company or its Subsidiaries or under any Benefit Plan, (ii) increase any amount of compensation or benefits otherwise payable
to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Benefit Plan, (iii) result
in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director
of the Company or its Subsidiaries or under any Benefit Plan, (iv) limit the right to merge, amend or terminate any Benefit Plan (except
any limitations imposed by applicable Law, if any), or (v) give rise to any “excess parachute payment” as defined in Section
280G(b)(l) of the Code, any excise tax owing under Section 4999 of the Code or any other amount that would not be deductible under Section
280G of the Code.


 






    22


     


    

 


4.
Representations, Warranties and Agreements of the Purchaser. The Purchaser represents and warrants to, and agrees with,
the Company, as of the date hereof and as of the applicable Closing Date, the following:


 


(a)
The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective
investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase
of Shares and the tax consequences of the investment. The Purchaser has adequate means of providing for its current and anticipated financial
needs and contingencies and is able to bear the economic risks of the investment for an indefinite period of time and has no need for
liquidity of the investment in the Shares. The Purchaser can afford the loss of his, her or its entire investment.


 





(b)
The Purchaser is acquiring the Shares for investment for his, her or its own account and not with the view to, or for resale in connection
with, any distribution thereof. The Purchaser understands and acknowledges that the Offering and sale of the Shares have not been registered
under the Securities Act or any state securities Laws, by reason of a specific exemption from the registration provisions of the Securities
Act and applicable state securities Laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed
herein. The Purchaser further represents that he, she or it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to any third person with respect to any of the Shares, other than with respect to an
Affiliate of the Purchaser. The Purchaser understands and acknowledges that the Offering of the Shares will not be registered under the
Securities Act nor under the state securities laws on the ground that the sale of the Shares to the Purchaser as provided for in this
Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable
state securities laws. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by
the SEC under the Securities Act for the reason(s) specified on the Accredited Investor Certification attached hereto as completed by
the Purchaser. The Purchaser resides in the jurisdiction set forth on the Purchaser’s Omnibus Signature Page affixed hereto. If
the Purchaser is, with respect to the Company, (i) a predecessor of the Company; (ii) an affiliated issuer; (iii) a director, executive
officer, other officer participating in the offering, general partner or managing member of the Company; (iii) any beneficial owner of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; (iv) any promoter connected
with the Company in any capacity at the time of such sale; (v) any investment manager of the Company if the Company is a pooled investment
fund; (vi) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection
with the Offering; (vii) any general partner or managing member of any such investment manager or solicitor; or (viii) any director,
executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing
member of such investment manager or solicitor (each such category, a “Covered Person”), the Purchaser has
not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities
Act.


 






    23


     


    

 


(c)
The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal
majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other
related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited
liability company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity
is duly organized, validly existing and in good standing under the Laws of the state or jurisdiction of its organization, the consummation
of the transactions contemplated hereby is authorized by, and will not result in a violation of applicable Law or its charter or other
organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements
or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of
this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such
entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or
fiduciary capacity, represents that he, she or it has full power and authority to execute and deliver this Agreement in such capacity
and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership,
or other entity for whom the Purchaser is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation,
or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make
an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The
execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling
document to which the Purchaser is a party or by which it is bound, except for any violation or conflict that, individually or in the
aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform
its obligations under this Agreement and the other Transaction Documents or to consummate any transactions contemplated hereby or thereby.


 





(d)
The Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on specific exemptions from the registration
requirements of United States federal and state securities Laws and that the Company is relying in part upon the truth and accuracy of,
and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser
set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such securities.
The Purchaser further acknowledges and understands that the Company is relying on the representations and warranties made by the Purchaser
hereunder and that such representations and warranties are a material inducement to the Company to sell the Shares to the Purchaser.
The Purchaser further acknowledges that without such representations and warranties of the Purchaser made hereunder, the Company would
not enter into this Agreement with the Purchaser.


 


(e)
The Purchaser understands that, other than as expressly provided in the Registration Rights Agreement, the Company does not currently
intend to register the Shares under the Securities Act at any time in the future; and the undersigned will not immediately be entitled
to the benefits of Rule 144 with respect to the Shares. The Purchaser understands that no public market exists for the Company’s
Common Stock and that there can be no assurance that any public market for the Common Stock will exist or continue to exist. The Company’s
Common Stock is not approved for quotation on OTC Markets or any other quotation system or listed on any exchange.


 






    24


     


    

 


(f)
The Purchaser has received, reviewed and understood the information about the Company, including all Disclosure Materials provided to
it by the Company and/or the Placement Agent (at the Company’s direction), and has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management. The Purchaser understands that such discussions, as well
as any Disclosure Materials provided by the Company and/or the Placement Agent (at the Company’s direction), were intended to describe
the aspects of the Company’s business and prospects and the Offering which the Company believes to be material, but were not necessarily
a thorough or exhaustive description and except as expressly set forth in this Agreement (as modified by the disclosures on the Disclosure
Schedule or the Delivered Super 8-K (excluding any disclosures contained under the heading “Risk Factors,” any disclosures
of risks included in any “forward looking statements” or disclosures that are cautionary, predictive or forward-looking in
nature)), the Company makes no representation or warranty with respect to the completeness of such information and makes no representation
or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include
projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may
not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that he, she or
it is not relying upon any person or entity, other than the Company and its officers and directors, in making its investment or decision
to invest in the Company.


 





(g)
The Purchaser acknowledges that neither the Company nor the Placement Agent is acting as a financial advisor or fiduciary of the Purchaser
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment
advice has been given by the Company, the Placement Agent or any of their respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby.


 


(h)
As of the applicable Closing, all actions on the part of the Purchaser, and its officers, directors and partners, if applicable, necessary
for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all obligations
of the Purchaser hereunder and thereunder shall have been taken, and this Agreement and the Registration Rights Agreement, assuming due
execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights
and remedies.


 


(i)
The Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control
with it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is
a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of
Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell
bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political
figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company
pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules or orders (categories (i) through
(v), each a “Prohibited Purchaser”). The Purchaser (A) agrees to provide the Company, promptly upon request,
all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist
and asset control Laws, regulations, rules and orders and (B) consents to the disclosure to U.S. regulators and law enforcement authorities
by the Company and its Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate
to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules and orders. If the Purchaser
is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under
the USA Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that
the Purchaser is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that
the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting
the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further
acknowledges that neither the Purchaser nor any of the Purchaser’s Affiliates or agents will have any claim against the Company
or Aeluma for any form of damages as a result of any of the foregoing actions.


 



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(j)
If the Purchaser is an Affiliate of a non-U.S. banking institution (a “Foreign Bank”), or if the
Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the
Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic
address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating
records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed
the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign
Bank that does not have a physical presence in any country and that is not a regulated Affiliate.


 


(k)
The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind
conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and
from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at
times, even total losses for investors in securities of the Company. The Purchaser has considered the risk factors in the Delivered Super
8-K before deciding to invest in the Shares.


 


(l)
The Purchaser is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication,
published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar
or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in
securities generally.


 


(m)
The Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the Shares
or made any finding or determination as to the fairness, suitability or wisdom of any investments therein.


 


(n)
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual
or entity acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales
(as defined below), of the securities of the Company during the period commencing at the time the Purchaser was first contacted by the
Company or any other individual or entity representing the Company (including the Placement Agent) regarding the transactions contemplated
hereunder. Notwithstanding the foregoing, in the case of the Purchaser being a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of the Purchaser’s assets and the portfolio managers do not communicate or share information
with, and have no direct knowledge of the investment decisions made by, the portfolio managers managing other portions of the Purchaser’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Shares covered by this Agreement. Notwithstanding the foregoing, for avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of
the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.
For purposes of this Agreement, “Short Sales” means all “short sales” as defined in Rule 200 of
Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common
Stock).


 



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(o)
The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares and other
activities with respect to the Shares by the Purchaser, and will comply with such anti-manipulation rules of Regulation M.


 


(p)
All of the information concerning the Purchaser set forth herein, and any other information furnished by the Purchaser in writing to
the Company or a Placement Agent for use in connection with the transactions contemplated by this Agreement, is true, correct and complete
in all material respects as of the date of this Agreement, and, if there should be any material change in such information prior to the
Purchaser’s purchase of the Shares, the Purchaser will promptly furnish revised or corrected information to the Company.


 


(q)
The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Transaction Documents. With respect to such matters, the Purchaser relies solely on such advisors
and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it
(and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions
contemplated by the Transaction Documents.


 


(r)
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
the Purchaser hereby represents that it has satisfied itself as to the observance in all material respects of the Laws of its jurisdiction
in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (a) the legal requirements
within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any
governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for
and continued beneficial ownership of the Shares will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction.


 


(s)
The Purchaser represents that it is not a “foreign person” for purposes of Section 721 of the Defense Production Act of 1950
(as amended) or the rules or regulations promulgated thereunder (including 31 C.F.R. Part 800 and 31 C.F.R. part 801); provided,
however, that if the Purchaser is a “foreign person” for such purposes, it agrees that it will not (i) obtain any
control rights over the Company, including the ability to determine, direct, or decide important matters affecting the Company; (ii)
have access to any material nonpublic technical information in the possession of the company; (iii) obtain membership or observer rights
on the Board of Directors or the right to nominate an individual to a position on the Board of Directors; or (iv) have any involvement,
other than through voting of shares, in substantive decision making of the Company regarding the use, development, acquisition or release
of the Company’s technology.


 






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(t)
(For ERISA plans only) The fiduciary of the Employee Retirement Income Security Act of 1974 (“ERISA”)
plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in
the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities.
The Purchaser fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company
or any of its Affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Purchaser
fiduciary or Plan has not relied primarily on any advice or recommendation of the Company or any of its Affiliates.


 





(u)
If the Purchaser is a Covered Person, neither the Purchaser nor, to the Purchaser’s knowledge, any of its directors, executive
officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members
is subject to any Disqualification Events, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities
Act, and disclosed reasonably in advance of the applicable Closing in writing in reasonable detail to the Company.


 


(v)
The Purchaser understands that there are substantial restrictions on the transferability of the Shares and that the certificates or book-entry
positions representing the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may
be placed against transfer of such certificates or other instruments):


 


THE
SECURITIES REPRESENTED BY THIS [CERTIFICATE] [BOOK-ENTRY POSITION] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN
EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR (3) SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES
ACT.


 






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In
addition, if the Purchaser is an Affiliate of the Company, certificates or book-entry positions evidencing the Shares issued to the Purchaser
may bear a customary “Affiliates” legend.


 


Any
fees (with respect to the Company’s transfer agent (the “Transfer Agent”) or counsel to the Company) associated with
the removal of such legend(s) shall be borne by the Company.


 


The
Company shall be obligated to promptly reissue unlegended certificates or book entry positions upon the request of any holder thereof
at such time as the securities evidenced by such certificates or book entry positions (x) are sold pursuant to Rule 144 or another applicable
exemption from the registration requirements of the Securities Act has been satisfied, provided that the Company and its transfer agent
have received a legal opinion in such form as the Company’s counsel reasonably requests, or (y) are covered by an effective resale registration
statement, in which case the Company shall cause legal counsel to the Company, at the Company’s expense, to issue to the transfer
agent for the Common Stock, within one (1) Trading Day after the effective date thereof (subject to prior receipt by such counsel of
a certificate in the form attached as Exhibit A to the Registration Rights Agreement) from each Holder to be included therein), a “blanket”
legal opinion in customary form to the effect that the Registrable Securities covered by the Registration Statement have been registered
for resale under the Securities Act and may be reissued without any legend or restriction relating to their status as “restricted
securities” as defined in Rule 144. Under the foregoing circumstances, the Company shall cause its transfer agent to issue unlegended
shares, within one (1) Trading Day after the transfer agent’s receipt of such opinion in the case of clause (x) above or within
three (3) Trading Days after the transfer agent’s receipt of such legal opinion in the case of clause (y) above, in either case
via DWAC or as otherwise requested by the holder.


 





(w)
If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set
forth on such Purchaser’s Omnibus Signature Page to this Agreement; if the Purchaser is a partnership, corporation, limited liability
company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address
or addresses of the Purchaser set forth on such Purchaser’s Omnibus Signature Page to this Agreement.


 


(x)
The Purchaser understands that the Company prior to the Merger has been a “shell company” as defined in Rule 12b-2 under
the Exchange Act, and that upon filing with the SEC of the Super 8-K reporting the consummation of the Merger and related transactions
and the transactions contemplated by this Agreement, and otherwise containing “Form 10 information” discussed below, the
Company will reflect therein that it is no longer a shell company. Pursuant to Rule 144(i), securities issued by a current or former
shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be
sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell company; and (b) has
filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company,
and provided that at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange
Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports. As a result, the restrictive legends on certificates or book-entry positions
for the Shares cannot be removed except in connection with (i) an actual sale meeting the foregoing requirements or (ii) pursuant to
an effective registration statement.


 






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(y)
The Purchaser, if and to the extent that it purchases Shares in any Subsequent Closing, represents that it (i)(A) has a substantive, pre-existing relationship
with the Company or (B) had direct contact by the Company or a Placement Agent outside of the Offering, and (ii) did not contact
the Company or a Placement Agent or become interested in the Offering as a result of reading or otherwise being aware of the Super 8-K or
any press release or any other public disclosure disclosing the terms of the Offering.


 


(z)
To effectuate the terms and provisions hereof, the Purchaser hereby appoints GP Nurmenkari Inc. as its attorney-in-fact for the purpose
of carrying out the provisions of the Escrow Agreement, including, without limitation, taking any action on behalf of, or at the instruction
of, the Purchaser and executing any release notices required under the Escrow Agreement and taking any action and executing any instrument
that GP Nurmenkari Inc. may deem necessary or advisable (and lawful) to accomplish the purposes hereof, in each case, subject to and
in accordance with the terms of this Agreement. All lawful acts done under the foregoing authorization are hereby ratified and approved,
and neither GP Nurmenkari Inc. nor any designee nor agent thereof shall be liable for any acts of commission or omission, for any error
of judgment, for any mistake of fact or law except for acts of fraud, gross negligence or willful misconduct. This power of attorney,
being coupled with an interest, is irrevocable while the Escrow Agreement remains in effect.


 





5.
Conditions to Company’s Obligations at Closing. The Company’s obligation to complete the sale and issuance
of the Shares and deliver the Shares to the Purchaser and to consummate the other transactions contemplated hereby at the Initial Closing
and, if applicable, a Subsequent Closing, shall be subject to the satisfaction by the Purchaser or written waiver by the Company (in
whole or in part) of the following conditions, to the extent such condition can be waived, in its sole discretion, on or prior to the
Initial Closing Date and each Subsequent Closing Date, as applicable (provided, that any waiver by the Company of the condition
set forth in Section 5(f) shall require the prior written consent of the Purchaser):


 


(a)
Receipt of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately
available funds, in the full amount of the Purchase Price for the number of Shares being purchased by the Purchaser at the Initial Closing
and, if applicable, a Subsequent Closing.


 


(b)
Receipt of Executed Transaction Documents. The Purchaser shall have executed and delivered to the Company the Omnibus Signature
Page, Accredited Investor Certification, the Purchaser Profile and the Anti-Money Laundering Information Form and the Selling Securityholder
Questionnaire (as defined in the Registration Rights Agreement).


 


(c)
Representations and Warranties. The representations and warranties made by the Purchaser in Section 4 hereof shall be true
and correct in all respects as of the date of this Agreement and as of such Closing Date with the same force and effect as if they had
been made on and as of such Closing Date (except to the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date), except for the
failure of any such representation or warranty to be so true and correct as would not, individually or in the aggregate, have a material
adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.


 






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(d)
Performance. The Purchaser shall have performed or complied with in all material respects all obligations and covenants herein
required to be performed by the Purchaser on or prior to the applicable Closing.


 


(e)
Effectiveness of the Merger Transactions. The Merger and each of the other transactions contemplated by the Merger Agreement shall
have been effected and consummated.


 





(f)
Minimum Offering. In connection with the Initial Closing only, the Company shall have received proceeds from the Offering equal
to or greater than the Minimum Offering Amount (inclusive of the Minimum Insider Investment, any additional purchases by the Insider
Investors and any Placement Agent Purchases).


 


(g)
Qualifications. All Authorizations of, or notices to, any Governmental Authority that are required in connection with the transactions
contemplated by this Agreement, including the lawful issuance and sale of the Shares pursuant to this Agreement at each Closing except
for Blue Sky law permits and qualifications that may be properly obtained after such Closing and filing of a Notice of Exempt Offering
of Securities on Form D with the SEC under Regulation D which may be filed no later than 15 calendar days after the “date of first
sale” in the Offering.


 


6.
Conditions to Purchaser’s Obligations at the applicable Closing. The Purchaser’s obligation to accept delivery
of the Shares and to pay for the Shares to be issued to the Purchaser hereunder at the Initial Closing and, if applicable, a Subsequent
Closing, and to consummate the other transactions contemplated hereby, shall be subject to the satisfaction by the Company or written
waiver by the Purchaser (in whole or in part) of the following conditions, to the extent such condition can be waived, in its sole discretion,
on or prior to the Initial Closing Date and each Subsequent Closing Date, as applicable:


 


(a)
Representations and Warranties. (i) The representations and warranties made by the Company (as modified by the disclosures on
the Disclosure Schedule or in the Delivered Super 8-K (excluding any disclosures (whether contained under the heading “Risk
Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary,
predictive or forward-looking in nature) set forth in Sections 3(a), 3(b), 3(c), 3(d), 3(e), 3(h), 3(i), and 3(dd) hereof (collectively,
the “Company Fundamental Representations”) shall be true and correct in all respects as of the date of this
Agreement and as of such Closing Date with the same force and effect as if they had been made on and as of such Closing Date (except
to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty
shall be true and correct in all respects as of such earlier date) and (ii) the other representations and warranties made by the Company
in Section 3 shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”
or “Material Adverse Effect” or similar qualifier) as of the date of this Agreement and as of such Closing Date with the
same force and effect as if they had been made on and as of such Closing Date (except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects
as of such earlier date).


 






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(b)
Performance. The Company shall have performed or complied with in all material respects all obligations and covenants herein required
to be performed by it on or prior to the applicable Closing.


 


(c)
Receipt of Executed Transaction Documents. The Company shall have duly executed and delivered to the Placement Agent on behalf
of the Purchaser the Registration Rights Agreement and the Escrow Agreement.


 





(d)
Effectiveness of the Merger Transactions. The Merger and each of the other transactions contemplated by the Merger Agreement shall
have been effected and consummated.


 


(e)
Minimum Offering. In connection with the Initial Closing only, the Company shall have received proceeds from the Offering equal
to or greater than the Minimum Offering Amount (inclusive of the Minimum Insider Investment, any additional purchases by the Insider
Investors and any Placement Agent Purchases).


 


(f)
Equity Incentive Plan. The Board of Directors and the stockholders of the Company shall have duly adopted the EIP as described
in Recital B above.


 


(g)
Certificate. At each applicable Closing, an executive officer of the Company shall have duly executed and delivered or caused
to be delivered to the Placement Agent a certificate addressed to the Purchaser and the Placement Agent certifying as to the satisfaction
of the conditions set forth in Section 6(a) and Section 6(b) as of the applicable Closing Date


 


(h)
Good Standing. The Company and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing,
and in good standing under the Laws of the jurisdiction of its formation.


 


(i)
Judgments. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including
any bankruptcy court or judge, or any order of or by any Governmental Authority, shall have been issued, and no action or proceeding
shall have been instituted by any Governmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby.


 


(j)
Delivery of Super 8-K and Merger Agreement. The Company shall have delivered to the Purchaser, at least two (2) Business Days
prior to the Closing, (A) (1) in the case of Purchasers participating in the Initial Closing, a substantially complete draft of the Current
Report on Form 8-K describing the Merger, the Offering and the related transactions, including “Form 10 information” (as
defined in Rule 144(i)(3) under the Securities Act) (the “Draft Super 8-K”), or (2) in the case of Purchasers
participating in any subsequent Closing, the Current Report on Form 8-K describing the Merger, the Offering and the related transactions,
including “Form 10 information” as filed by the Company with the SEC within four (4) Business Days after the closing of the
Merger and the Initial Closing of the Offering (which shall not materially deviate from the Draft Super 8-K) (the “Super
8-K”), including any audited and interim unaudited financial statements of Aeluma and pro forma financial information reflecting
the Merger, as required by Item 9.01 of SEC Form 8-K (the Draft Super 8-K or Super 8-K, as the case may be, so delivered to the
Purchaser, the “Delivered Super 8-K”), (B) upon request of the Purchaser a copy of any exhibit to the Draft 8-K or
the Super 8-K, as applicable (in the form filed or intended to be filed with the SEC) , and (C) a substantially complete draft of
the Merger Agreement and each other material transaction document contemplated by or related to the Merger Agreement, including the disclosure
schedules thereto. For the avoidance of doubt, such delivery shall be deemed to have been effected to the extent such document has been
filed with the SEC pursuant to its Electronic Data Gathering and Retrieval System.


 



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(k)
Legal Opinion. Hunter Taubman Fischer & Li LLC, legal counsel for the Company, shall deliver an opinion addressed to the Purchaser
and the Placement Agent, dated as of the applicable Closing Date, in form and substance reasonably acceptable to the Placement Agent.


 


(l)
Lock-Up Agreements. All holders of shares of Common Stock issued in exchange for all of the equity securities of Aeluma in the
Merger (each a “Restricted Holder”) shall have entered into lock-up agreements with the Company and the Placement Agent,
with customary terms and conditions reasonably satisfactory to the Company and the Placement Agent, for a term ending eighteen (18) months
after the first trade of the Common Stock on the OTCQB or OTCQX market maintained by OTC Markets Group, the Nasdaq Stock Market, the
New York Stock Exchange or the NYSE American, whereby they will agree to certain restrictions on the sale or disposition (including pledge)
of all of the Common Stock held by (or issuable to or acquired by) them (other than any Shares purchased by a Restricted Holder in the
Offering), with customary exceptions.


 


(m)
Compliance with Laws. The transactions contemplated by this Agreement and the other Transaction Documents, including the sale
and issuance of the Shares, shall be legally permitted by all Laws and regulations to which the Company is subject or which are otherwise
applicable to the transactions contemplated by the Transaction Documents.


 


(n)
Qualifications. All Authorizations of, or notices to, any Governmental Authority that are required in connection with the transactions
contemplated by this Agreement, including the lawful issuance and sale of the Shares pursuant to this Agreement at each Closing, shall
have been delivered or obtained and effective as of such Closing except for Blue Sky law permits and qualifications that may be properly
obtained after such Closing and filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D which may
be filed no later than 15 calendar days after the “date of first sale” in the Offering.


 


(o)
No Material Adverse Effect. There shall have been no Material Adverse Effect.







 






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		7.	Indemnification.



 


(a)
In addition to the indemnity provided to the Purchaser in the Registration Rights Agreement, the Company agrees to indemnify and hold
harmless the Purchaser and its Affiliates, and its and their respective directors, officers, stockholders, equity holders, members, managers,
partners, employees, attorneys, consultants, representatives and agents (and any other persons with a functionally equivalent role of
a person holding such titles notwithstanding a lack of such title or any other title), each person who controls the Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, equity
holders, members, managers, partners, employees, attorneys, consultants, representatives and agents (and any other persons with a functionally
equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (collectively,
the “Purchaser Indemnitees”), from and against all losses, liabilities, claims, damages, costs, fees, charges,
Taxes, judgements, fines, penalties and expenses whatsoever (including, but not limited to, amounts paid in settlement and any and all
out-of-pocket expenses, including attorneys’ fees and expenses, incurred in investigating, preparing or defending against any litigation
commenced or threatened) (collectively, “Indemnified Liabilities”) arising out of or relating to: (i) the inaccuracy,
violation or breach of any of the Company’s representations or warranties made in Section 3 of this Agreement; (ii) any breach
or failure to perform by the Company of any of its covenants and obligations contained herein or (iii) any Action brought or made against
such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising
out of, relating to or resulting from (A) the execution, delivery, performance or enforcement of the Transaction Documents or the Merger
Agreement or the transactions contemplated hereby or thereby, including the issuance of the Shares and the Merger or (B) the status of
the Purchaser as an investor in the Company pursuant to the transactions contemplated hereby or by the other Transaction Documents. To
the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law. The liability of the
Company under this paragraph shall not exceed the total Purchase Price paid by the Purchaser hereunder, except in the case of fraud.


 





(b)
The Purchaser agrees to indemnify and hold harmless the Company and its Affiliates, and its and their respective directors, officers,
stockholders, equity holders, members, managers, partners, employees, attorneys, consultants, representatives and agents (and any other
persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title),
each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, stockholders, equity holders, members, managers, partners, employees, attorneys, consultants, representatives
and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such
title or any other title) of such controlling person (collectively, the “Company Indemnitees”), from and against
all Indemnified Liabilities arising out of or relating to the inaccuracy, violation or breach of any of the Purchaser’s representations
or warranties made in Section 4 of this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable
for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
that is permissible under applicable Law. The liability of the Purchaser under this paragraph shall not exceed the total Purchase Price
paid by the Purchaser hereunder, except in the case of fraud.


 






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(c)
The indemnifying party shall have the right to control the investigation and defense of any Action for which a Purchaser Indemnitee or
Company Indemnitee, as applicable (an “Indmnitee”) may be entitled to indemnification hereunder with counsel
reasonably satisfactory to such Indemnitee, at the sole cost and expense of the indemnifying party, upon written notice to the applicable
Indemnitee; provided, that (i) such notice contains confirmation that the indemnifying party has agreed to indemnify the Indemnitee
(subject to the limitations on indemnification set forth herein) for the Indemnified Liabilities arising out of, relating to or resulting
from such Action and (ii) the indemnifying party shall not be entitled to assume or control the investigation and defense, if (A) such
claim seeks non-monetary, equitable or injunctive relief or alleges any violation of criminal Law or (B) the indemnifying party is also
a party and the Indemnitee determines in good faith after consultation with counsel that there may be one or more legal defenses available
to such Indemnitee that are different or additional to those available to the Indemnitor. If the indemnifying party assumes the investigation
and defense of such Action in accordance herewith, the Indemnitee may retain separate co-counsel at its sole cost and expense and participate
in the investigation and defense of such Action.


 





(d)
Notwithstanding anything to the contrary herein, without the prior written consent of the Indemnitee, the indemnifying party shall not,
and shall not cause or permit any of its Subsidiaries or its or their respective Related Parties to, negotiate, consent to or enter into
any settlement, or consent to the entry of any judgment, with respect to any Action for which such Indemnitee may be entitled to indemnification
hereunder, unless such settlement (i) includes an unconditional release of such Indemnitee from all liability arising out of such proceeding,
(ii) does not require any admission of wrongdoing by any Indemnitee, and (iii) does not obligate or require any Indemnitee to take, or
refrain from taking, any action.


 


(e)
The Purchaser acknowledges on behalf of itself and each Purchaser Indemnitee that, other than (i) for Actions seeking specific performance
of the obligations under this Agreement; or (ii) in the case of a breach or violation of this Agreement by the Company which has resulted
from either (A) intentional fraud or (B) a deliberate act or failure to act with actual knowledge that the act or failure to
act constituted or would result in a breach or violation, in each case, the sole and exclusive remedy of the Purchaser and the Purchaser
Indemnitees with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions (including
the limitations thereof) set forth in this Section 7. The Company acknowledges on behalf of itself and each Company Indemnitee that,
other than (i) for Actions seeking specific performance of the obligations under this Agreement; or (ii) in the case of a breach or violation
of this Agreement by the Purchaser which has resulted from either (A) intentional fraud or (B) a deliberate act or failure
to act with actual knowledge that the act or failure to act constituted or would result in a breach or violation, in each case, the sole
and exclusive remedy of the Company and the Company Indemnitees with respect to any and all claims relating to this Agreement shall be
pursuant to the indemnification provisions (including the limitations thereof) set forth in this Section 7.


 


8.
Revocability; Binding Effect. The subscription hereunder may be revoked, in whole or in part, prior to the Initial Closing
or any Subsequent Closing, as applicable, in the sole discretion of the Purchaser, for any reason or no reason, provided that written
notice of revocation is sent and is received by the Company or a Placement Agent at least two (2) Business Days prior to the Initial
Closing Date or the applicable Subsequent Closing Date. The Purchaser hereby acknowledges and agrees that this Agreement shall survive
the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If the Purchaser is more than one person, the obligations of
the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be
deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal
representatives and permitted assigns.


 






    35


     


    

 


		9.	Miscellaneous.



 


(a)
Modification. This Agreement shall not be amended, modified or waived except by an instrument in writing signed by
the Company and the holders of at least a majority of the Shares and Other Shares; provided that this Agreement may not be amended and
the observance of any term hereof may not be waived with respect to any Purchaser without the written consent of such Purchaser if such
amendment or waiver on its face materially and adversely affects the rights of such Purchaser under this Agreement in a manner that is
different than the other Purchasers. Any amendment, modification or waiver effected in accordance with this Section 9(a) shall be binding
upon the Purchaser and each transferee of the Shares, each future holder of all such Shares, and the Company, its successors and assigns.


 





(b)
Third-Party Beneficiary. The Placement Agent shall be an express third party beneficiary of the representations and
warranties of the Company and the Purchaser included in Sections 3 and 4 of this Agreement. This Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other person, except as otherwise set forth in Section 7 and this Section 9(b).


 


(c)
Notices. Any notice, consents, waivers or other communication required or permitted to be given hereunder shall be
in writing and will be deemed to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when sent
by certified mail, return receipt requested, postage prepaid; (iii) upon receipt, when sent by facsimile (provided confirmation
of transmission is mechanically or electronically generated and kept on file by the sending party; (iv) when sent, if by e-mail
(provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending
party does not receive an automatically generated message from the recipient’s e- mail server that such e-mail could
not be delivered to such recipient); or (v) one (1) Business Day after deposit with a nationally recognized overnight courier service
with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers
and email addresses for such communications shall be:


 


		(i)	if
                                            to the Company, at



 


Parc
Investments, Inc.


2255
Glades Road, Suite 324A


Boca
Raton, Florida 33431


Attention:
Ian Jacobs, CEO


Email:


 


with
copies (which shall not constitute notice) to:


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas


New
York, NY 10036


Attention:
Barrett S. DiPaolo


Facsimile: 212-930-9725


E-mail: 


 






    36


     


    

 


and


 


Hunter
Taubman Fischer & Li LLC


800
Third Avenue, Suite 2800


New
York, NY 10022


Attention:
Lou Taubman


Email:


 





or


 


		(ii)	if
                                            to the Purchasers, at the address set forth on each such Omnibus Signature Page hereof



 


(or,
in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section).


 


(d)
Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable
by the Purchaser other than an assignment of the rights, interests and obligations hereunder in connection with any transfer of the Shares
by a Purchaser to a Permitted Assignee (as such term is defined in the Registration Rights Agreement). For the avoidance of doubt, nothing
in this Section 9(d) is intended to, or shall have the effect of, restricting or otherwise impairing any transfer of the Shares by the
Purchaser.


 


(e)
Applicable Law. This Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby
shall be governed by and construed in accordance with the Laws of the State of New York, without reference to the principles thereof
relating to the conflict of Laws. Any litigation based hereon, or arising out of, under or in connection with, this Agreement or any
other Transaction Document or the transactions contemplated hereby or thereby shall be brought and maintained exclusively in the United
States District Court for the Southern District of New York or the Supreme Court of the State of New York for New York County, New York.
Each party irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding
by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party’s address
set forth in Section 9(i)(c), such service to become effective ten (10) days after such mailing. 


 


(f)
WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.


 


(g)
Form D; Blue Sky Qualification. The Company agrees to timely file a Form D with respect to the Shares and to provide a copy thereof,
promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in
order to obtain an exemption for, or to qualify the Shares for, sale to the Purchaser at such Closing under applicable securities or
“Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the
Purchaser.


 






    37


     


    

 


(h)
Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or persons referred to may require.


 





(i)
Securities Law Disclosure; Publicity. By 9:00 a.m., New York City time, on the trading day immediately following the
Initial Closing, the Company shall issue a press release (the “Press Release”) disclosing all material terms
of the Offering. The Company will also file the Super 8-K (and including as exhibits to such Super 8-K, the material
Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following
the closing date of the Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name
of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement)
or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required
by federal securities Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and
(B) the filing of final Transaction Documents with the SEC, (ii) in connection with a request by FINRA relating to the Form 211
to be filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by applicable Law,
request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall
to the extent legally permissible provide the Purchaser with prior written notice of such disclosure permitted under this sub-clause (ii).
From and after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received
from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection
with the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a written agreement with the Company
regarding the confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally
and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to
it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure
is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally
permissible so that the Company may seek a protective order to prevent such disclosure. In addition, the Purchaser acknowledges that
it is aware that United States securities laws may restrict persons who have material, non-public information about
a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section
9(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company and the Purchaser.


 


(j)
Non-Public Information. Except for information (including the terms of this Agreement and the transactions contemplated
hereby) that will be disclosed in the Super 8-K and filed with the SEC, the Company shall not and shall cause each of its officers,
directors, employees, agents and other representatives, not to, provide the Purchaser with any material, non-public information
regarding the Company without the express prior written consent of the Purchaser.


 






    38


     


    

 


(k)
Entire Agreement. This Agreement, together with the Registration Rights Agreement and each other Transaction Document, and all
exhibits, schedules and attachments hereto and thereto, including the Disclosure Schedule and any confidentiality agreement between the
Purchaser and the Company, constitute the entire agreement between the Purchaser and the Company with respect to the Offering and supersede
all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.


 





(l)
Share Certificates. If the Shares are certificated and any certificate or instrument evidencing any Shares is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company and the Company’s transfer agent of such loss, theft or destruction and the execution by the holder thereof of a customary
lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and its transfer agent for any losses
in connection therewith or, if required by such transfer agent, a bond in such form and amount as is required by the transfer agent.
The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated
with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a
mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance
of a replacement.


 


(m)
Expenses. Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers
or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated hereby are consummated. Without limiting the foregoing, the Company shall pay all Transfer Agent fees, stamp taxes and other
Taxes and duties levied in connection with the sale and issuance of the Offering, and the Company shall file all necessary Tax Returns
and other documentation with respect to such fees, Taxes and duties, and the Company shall pay all fees and expenses of its counsel in
connection with the issuance of any opinion required by Section 6(k) above and of any opinion to the Transfer Agent for the removal of
any legend on the Shares.


 


(n)
Counterparts. 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. The exchange of copies of this Agreement and of signature pages that contain
copies of an executed signature page such as in .pdf format shall constitute effective execution and delivery of this Agreement as to
the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or
by e-mail of a document in .pdf format shall be deemed to be their original signatures for all purposes.


 


(o)
Severability. Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions
hereof are determined to be invalid or contrary to applicable Law, such invalid or contrary provision shall be replaced with a valid
provision that as closely as possible reflects the parties’ intent with respect thereto, and invalidity or illegality shall not
impair the operation of or affect the remaining portions of this Agreement.


 






    39


     


    

 


(p)
Headings. Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set
forth in the text.


 


(q)
Multiple Closings. The Purchaser understands and acknowledges that there may be multiple Closings for the Offering.


 





(r)
Additional Information; Further Assurances. The Purchaser hereby agrees to furnish the Company such other information as the Company
may reasonably request prior to the applicable Closing with respect to its subscription hereunder. Each party hereto shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party hereto may reasonably request in order to effect the transactions contemplated hereby and
to accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(s)
Survival. The parties, agree that, if the Closing occurs, (i) the Company Fundamental Representations shall survive the execution
and delivery of this Agreement for a period of three (3) years from the Initial Closing Date and (ii) the other representations and warranties
of the Company and the representations and warranties of the Purchaser contained in this Agreement shall survive the execution and delivery
of this Agreement for a period of one (1) year from the Initial Closing Date and in each case, shall in no way be affected by any investigation
or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company. The covenants and agreements contained
in this Agreement (including the covenants and agreements set forth in Section 7 hereof) shall survive the Closing and delivery of the
Shares in accordance with their terms or, if no term is specified, such covenants and agreements shall survive indefinitely. Notwithstanding
anything herein to the contrary, in no event shall the Purchaser have any liability to the Company or to any other person in connection
with the Offering other than pursuant to this Agreement.


 


(t)
Omnibus Signature Page. This Agreement is intended to be read and construed in conjunction with the Registration Rights
Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby agreed
that the execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall constitute agreement
to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect
as if each of such separate but related agreement were separately signed.


 


(u)
Public Disclosure. Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee,
Affiliate, Affiliated person or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements
or make any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s
express prior approval (which may be withheld in the Company’s sole discretion), except to the extent such disclosure is required
by Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations.


 






    40


     


    

 


(v)
Potential Conflicts. The Placement Agent, its sub-agents, legal counsel to the Company, the Placement Agent
or Aeluma and/or their respective Affiliates, principals, representatives or employees may now or hereafter own shares of the Company.


 


(w)
Independent Nature of the Purchaser’s Obligations and Rights. For avoidance of doubt, the obligations of the Purchaser under
this Agreement, the other Transaction Documents and any other agreements delivered in connection herewith are several and not joint with
the obligations of any Other Purchaser in connection with the Offering, and the Purchaser shall not be responsible in any way for the
performance of the obligations of any Other Purchaser in connection with the Offering. Nothing contained herein and no action taken by
the Purchaser shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture, or any other kind of entity,
or create a presumption that the Purchaser is in any way acting in concert or as a group with any Other Purchaser in connection with
the Offering with respect to such obligations or the transactions contemplated by this Agreement or any other Transaction Document or
any Other Subscription Agreement. Except as specifically set forth herein, the Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other
party to be joined as an additional party in any proceeding for such purpose.


 





(x)
Waiver of Conflicts. Each party to this Agreement acknowledges that each of Sichenzia Ross Ference LLP, counsel to
the Company, Hunter Taubman Fischer & Li LLC, counsel to Aeluma, and Lucosky Brookman LLP, counsel to the Placement Agent, may have
in the past performed and may continue to or in the future perform legal services for certain of the Purchasers in matters unrelated
to the transactions described in this Agreement, including financings and other matters. Accordingly, each party to this Agreement hereby
(a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (b) acknowledges that
Sichenzia Ross Ference LLP, Hunter Taubman Fischer & Li LLC and Lucosky Brookman LLP represented the Company, Aeluma and the Placement
Agent, respectively, in the transaction contemplated by this Agreement and has not represented any individual Purchaser in connection
with such transaction; and (c) gives its informed consent to Sichenzia Ross Ference LLP’s, Hunter Taubman Fischer & Li
LLC’s and Lucosky Brookman LLP’s representation of certain of the Purchasers in such unrelated matters and to Sichenzia Ross
Ference LLP’s, Hunter Taubman Fischer & Li LLC’s and Lucosky Brookman LLP’s representation of the Company, Aeluma
and the Placement Agent, respectively, in connection with this Agreement and the transactions contemplated hereby.


 


(y)
Adjustments. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other
securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination
or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number of
Shares or the Per Share Purchase Price shall be deemed to be amended to appropriately account for such event.


 


(z)
Remedies. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by them in accordance with the terms hereof and that each party hereto may be entitled to seek protective orders,
injunctive relief and other remedies available at Law or in equity (including, without limitation, seeking specific performance or rescission
of purchases, sales and other transfers). The parties hereto agree not to raise any objections to the availability of the equitable remedy
of specific performance to prevent or restrain breaches of this Agreement by the Purchaser or the Company, as applicable, and to specifically
enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the
respective covenants and obligations of the Purchaser and the Company, as applicable, under this Agreement all in accordance with the
terms of this Section 9(z). Neither the Purchaser nor the Company, as applicable, shall be required to provide any bond or other security
in connection with seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, all in accordance with the terms of this Section 9(z).


 



    41


     


    

 





(aa)
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or in any other Transaction Document, and
notwithstanding the fact that the Purchaser may be partnerships or limited liability companies, the Company hereto covenants, agrees
and acknowledges that no recourse under this Agreement or any Transaction Document shall be had against any the Purchaser’s future,
present or former Affiliates, or the Purchaser’s or its Affiliates’ respective future, present or former officers, directors,
managers, employees, partners, equity holders, controlling persons, members, agents, attorneys, representatives, successors or permitted
assigns (the “Purchaser Parties”) (other than the Purchaser and its successors and Permitted Assignees under
this Agreement), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable
Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by any of the Purchaser Parties, as such, for any obligation or liability of any party under this Agreement or any other Transaction
Document for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however,
nothing in this Section 9(aa) shall relieve or otherwise limit the liability of the Purchaser or any of its successors or Permitted Assignees,
for any breach or violation of its obligations under such agreements, documents or instruments. The liability limitation provision in
this Section 9(aa) shall survive termination of this Agreement.


 


(bb)
Use of Proceeds. The Company shall use the net proceeds from the Offering for employee salaries and benefits, procurement of solid-state
sensor materials, R&D experimentation and product prototypes, facilities including outfit and equipment installation, procurement
of capital equipment, patent and trade secret filing expenses, and general working capital.


 


 


[Signature
page follows.]


 



    42


     


    

 


IN
WITNESS WHEREOF, the Company has duly executed this Agreement as of the          day of
        , 2021.


 


		Parc Investments, Inc.
         (to be renamed “Aeluma, Inc.”)
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    43


     


    

 


HOW
TO SUBSCRIBE FOR SHARES IN THE PRIVATE OFFERING OF


PARC
INVESTMENTS, INC. (TO BE RENAMED Aeluma, INC.)


 


		1.	Date
                                            and Fill in the number of Shares being purchased and complete and sign the Omnibus
                                            Signature Page.



 


		2.	Unless
                                            otherwise instructed by your broker representative or advisor:



 


		●	Initial
                                            the Accredited Investor Certification in the appropriate place or places.



 


		●	Complete
                                            and sign the Purchaser Profile.



 


		●	Complete
                                            and sign the Anti-Money Laundering Information Form.



 


		3.	Complete
                                            and sign the Selling Securityholder Questionnaire



 


		4.	Fax
                                            or email all forms and then send all signed original documents to:



 


GP
Nurmenkari Inc.


Attn:
Lori Tullman


122
East 42nd Street, Suite 1616


New
York, NY 10168


Facsimile
Number: 212.661.8786


Telephone
Number: 212.612.3221


E-mail
address:


 


		5.	If
                                            you are paying the Purchase Price by check, a certified or other bank check for the
                                            exact dollar amount of the Purchase Price for the number of Shares you are purchasing should
                                            be made payable to the order of “Delaware Trust Company, as Escrow Agent for Parc
                                            Investments, Inc., and Biond Photonics, Inc., Acct. # [ ]” and should be
                                            sent directly to Delaware Trust Company, 251 Little Falls Drive, Wilmington, Delaware
                                            19808, Wilmington, DE 19808, Attn: Trust Administration.



 


Checks
take up to 5 business days to clear. A check must be received by the Escrow Agent at least 6 business days before the closing date.


 


		6.	If
                                            you are paying the Purchase Price by wire transfer, you should send a wire transfer
                                            for the exact dollar amount of the Purchase Price for the number of Shares you are purchasing
                                            according to the following instructions:



 


	 	Bank:
	US Bank

    5065
    Wooster Road

    Cincinnati,
    OH 45226

	 	ABA Routing #:	042000013
	 	SWIFT CODE:	 
	 	Account Name:	 
	 	Account #:	 
	 	Reference:	 
	 	Delaware Trust Contact:	James Grier


 


Thank you
for your interest.


 






    44


     


    

 


Parc
Investments, Inc. (to be renamed Aeluma, Inc.)


 


OMNIBUS
SIGNATURE PAGE TO


SUBSCRIPTION
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


 


The
undersigned, desiring to: (i) enter into the Subscription Agreement, dated as of 1, 2021 (the “Subscription
Agreement”), between the undersigned, Parc Investments, Inc. (to be renamed “Aeluma, Inc.”),
a Delaware corporation (the “Company”), and the other parties thereto, in the form furnished to the undersigned,
(ii) enter into the Registration Rights Agreement (the “Registration Rights Agreement”), among the undersigned,
the Company and the other parties thereto, in the form furnished to the undersigned, and (iii) purchase the Shares of the Company’s
securities as set forth in the Subscription Agreement and below, hereby agrees to purchase such Shares from the Company and further agrees
to join the Subscription Agreement and the Registration Rights Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations section in the Subscription Agreement entitled “Representations and Warranties of the Purchaser” and hereby
represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.


 


IN WITNESS
WHEREOF, the Purchaser hereby executes the Subscription Agreement and the Registration Rights Agreement.


 


Dated:
____________________, 2021


 


		 	×	 	$2.00	 	=	 	$	 
	Number of Shares	 	 	 	Purchase
                                            Price per Share	 	 	 	Total
                                            Purchase Price	 



 


 



	PURCHASER (individual)	 	PURCHASER (entity)
	 	 	 
	 	 	 
	Signature	 	Name
    of Entity
	 	 	 
	 	 	By: 	 
	Print Name	 	 	Signature



 


	 	 	Print Name:
    	 
	Signature
    (if Joint Tenants or Tenants in Common)	 	Title:	 
	 	 	 
	Address
    of Principal Residence:	 	Address
    of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Social
    Security Number(s):	 	IRS
    Tax Identification Number:
	 	 	 
	 	 	 
	Telephone
    Number:	 	Telephone
    Number:
	 	 	 
	 	 	 
	Facsimile
    Number:	 	Facsimile
    Number:
	 	 	 
	 	 	 
	E-mail Address:	 	E-mail Address:
	 	 	 



 


 





 






	1 	Will reflect the Closing
    Date. Not to be completed by Subscriber.


 






    45


     


    

 


PARC
INVESTMENTS, INC. (TO BE RENAMED AELUMA, INC.)


 


ACCREDITED
INVESTOR CERTIFICATION


(all
Purchasers must INITIAL where appropriate)


 


By
initialing you certify that:


 


PART
I: For Individual Purchasers Only


 


	Initial
    _______________	 	I
    have a net worth, or joint net worth with my spouse or spousal equivalent, of more than US$1,000,000. (“Net worth”
    means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair
    market value of your primary home) over total liabilities. “Total liabilities” excludes any mortgage on the primary
    home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before
    the Shares are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage
    amount that was borrowed during the 60-day period before the closing date for the sale of the Shares for the purpose of investing
    in the Shares. “Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
    “Joint net worth” is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need to be held
    jointly to be included in the calculation.)
	Initial_______________	 	I
    have had an individual income in excess of US$200,000 in each of the two most recent calendar years, or joint income with my spouse
    or spousal equivalent in excess of US$300,000 in each of those years, and have a reasonable expectation of reaching the same income
    level in the current calendar year. (“Income” means annual adjusted gross income, as reported for federal income
    tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner
    in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan;
    (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross income pursuant to the provisions of Section
    1202 of the Internal Revenue Code of 1986, as amended.)
	Initial_______________	 	I
    hold in good standing one of the following professional licenses: the General Securities Representative license (Series 7), the Private
    Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).
	Initial_______________	 	I
    am a director or executive officer of Biond Photonics, Inc., or Parc Investments, Inc.



 


PART II: For Non-Individual Purchasers
(Entities)




 


	 	 	The Purchaser
    is:
	Initial
    _______________	 	A
    bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in
    Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity.
	Initial
    _______________	 	A
    broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.
	Initial
    _______________	 	An
    investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of
    a state.
	Initial
    _______________	 	An
    investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers
    Act of 1940.
	Initial
    _______________	 	An
    insurance company, as defined in Section 2(a)(13) of the Securities Act.
	Initial
    _______________	 	An
    investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48)
    of that act.
	Initial
    _______________	 	A
    Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
    Investment Act of 1958.
	Initial
    _______________	 	A
    Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Act.
	Initial
    _______________	 	A
    plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political
    subdivisions for the benefit of its employees, if the plan has total assets in excess of US$5 million.
	Initial
    _______________	 	An
    employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision
    is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, a savings and
    loan association, an insurance company, or a registered investment adviser, or if the employee benefit plan has total assets in excess
    of US$5 million, or if the employee benefit plan is a self-directed plan in which investment decisions are made solely by persons
    that are accredited investors.
	Initial
    _______________	 	A
    private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.



 






    46


     


    

 


	Initial
    _______________	 	A
    corporation, Massachusetts or similar business trust, partnership, or limited liability company or an organization described in Section
    501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the Securities,
    and that has total assets in excess of US$5 million.
	Initial
    _______________	 	A
    trust with total assets in excess of US$5 million not formed for the specific purpose of acquiring the Securities, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
	Initial
    _______________	 	An
    entity of a type not listed above, that is not formed for the specific purpose of acquiring the Securities and owns investments in
    excess of US$5 million. For purposes of this clause, “investments” means investments as defined in Rule 2a51-1(b) under
    the Investment Company Act of 1940.
	Initial
    _______________	 	A
    family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (i) has assets under management
    in excess of US$5 million; (ii) is not formed for the specific purpose of acquiring the Securities and (iii) has a person directing
    the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable
    of evaluating the merits and risks of the prospective investment.
	Initial
    _______________	 	A
    family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements
    of the immediately preceding clause and whose prospective investment in the Issuer is directed by that family office pursuant to
    subclause (iii) of the immediately preceding item.
	Initial
    _______________	 	An
    entity in which all of the equity owners (whether entities themselves or natural persons) are accredited investors in one or more
    of the categories described above. Please also see “Additional Questions for Certain Accredited Investors” below.


 


Additional
Questions for Certain Accredited Investors:


 


If the undersigned
entity has checked the last item above, please complete the following:


 


		(1)	What type of
                                            entity is the Purchaser?



 


 


 


		(2)	List all equity
                                            owners of the Purchaser (whether entities themselves or natural persons):



 


 


 


		(3)	Have each equity
                                            owner that is a natural person respond individually to Part I of this Certification.
                                            Have each equity owner that is an entity respond separately to Part II of this Certification.
                                            Please attach these responses as additional pages to the back of this Certification.



 






    47


     


    
 


PARC
INVESTMENTS, INC. (TO BE RENAMED Aeluma, INC.)


 


Purchaser
Profile


(Must
be completed by Purchaser)


 


Section
A - Personal Purchaser Information


 


	Purchaser Name(s):	 
	 	 
	Individual executing Profile or Trustee:	 
	 	 
	Social Security Numbers /
Federal I.D. Number:	 



 





	Date of Birth:	 	 	Marital Status:	 
	Joint Party Date of Birth:	 	 	Investment Experience (Years):	 
	Annual Income:	 	 	Liquid Net Worth:	 
	Net Worth*:	 	 	 	 



 


	Tax Bracket:	_____
                                        15% or below	_____
                                            25% - 27.5%	_____
                                            Over 27.5%



 





	Home Street Address:	 
	 	 
	Home City, State & Zip Code:	 


 


	Home Phone: ____________________	Home
                                            Fax:____________________	Home
                                            Email:____________________



 





	Employer:	 
	 	 
	Employer Street Address:	 
	 	 
	Employer City, State &
Zip Code:	 





 








	Bus. Phone: ____________________	Bus.
                                            Fax: ____________________	Bus.
                                            Email: ____________________
	 	 	 
	Nature of Business
(type of sector or industry):___________________________	Title/Position:___________________________


 





	Outside Broker/Dealer: 	 



 


 


Section
B –Form of Payment – Check or Wire Transfer


 


		☐	Check
                                            payable to Delaware Trust Company, as Escrow Agent for Parc Investments, Inc. and Biond
                                            Photonics, Inc., Acct. #



 


		☐	Wire
                                            funds from my outside account according to instructions of the Subscription Agreement.



 


		☐	The
                                            funds for this investment are rolled over, tax deferred from __________ within the allowed
                                            60 day window.



 


Please
check if you are a FINRA member or affiliate of a FINRA member firm: ____


 


 


	Purchaser Signature	 	Date



 


 





 






		*	“Net
                                            worth” means the excess of total assets at fair market value (including personal and
                                            real property, but excluding the estimated fair market value of your primary home)
                                            over total liabilities. “Total liabilities” excludes any mortgage on the primary
                                            home in an amount of up to the home’s estimated fair market value as long as the mortgage
                                            was incurred more than 60 days before the Shares are purchased, but includes (i) any mortgage
                                            amount in excess of the home’s fair market value and (ii) any mortgage amount that
                                            was borrowed during the 60-day period before the closing date for the sale of the Shares
                                            for the purpose of investing in the Shares. “Spousal equivalent” means a cohabitant
                                            occupying a relationship generally equivalent to that of a spouse. “Joint net worth”
                                            is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need
                                            to be held jointly to be included in the calculation.



 






    48


     


    

 


ANTI
MONEY LAUNDERING REQUIREMENTS


 


The
USA PATRIOT Act


 


The
USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering
requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new,
comprehensive anti-money laundering programs.


 


To
help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the
USA PATRIOT Act.


 


What
is money laundering?


 


Money
laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.
Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud,
racketeering, and terrorism.


 


How
big is the problem and why is it important?


 


The
use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According
to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.


 


What
are we required to do to eliminate money laundering?


 


Under
rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee
training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance
with such laws. As part of our required program, we may ask you to provide various identification documents or other information. Until
you provide the information or documents we need, we may not be able to effect any transactions for you.


 






    49


     


    

 


ANTI-MONEY
LAUNDERING INFORMATION FORM


The
following is required in accordance with the AML provision of the USA PATRIOT ACT.


(Please
fill out and return with requested documentation.)


 


	PURCHASER
    NAME:	 	 
	 	 	 
	LEGAL
    ADDRESS:	 	 
	 	 	 
	 	 	 
	SSN
    or TAX ID# OF PURCHASER:	 	 
			 
	YEARLY
    INCOME:	 	 
	 	 	 
	NET
    WORTH:		*



 





 






*
“Net worth” means the excess of total assets at fair market value (including personal and real property, but excluding
the estimated fair market value of your primary home) over total liabilities. “Total liabilities” excludes any mortgage
on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than
60 days before the Shares are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii)
any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of the Shares for the purpose of
investing in the Shares. “Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of
a spouse. “Joint net worth” is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need to
be held jointly to be included in the calculation.


 


	INVESTMENT
    OBJECTIVE(S) FOR ALL PURCHASERS:	 	 	 
	 	 	 	 
	ADDRESS
    OF BUSINESS OR OF EMPLOYER:	 	 	 
	 	 	 	 
	FOR
    PURCHASERS WHO ARE INDIVIDUALS: AGE:	 	 	 
	 	 	 	 
	FOR
    PURCHASERS WHO ARE INDIVIDUALS: OCCUPATION:	 	 	 
	 	 	 	 
	FOR
    PURCHASERS WHO ARE ENTITIES: Business Sector/Industry):	 	 	 



 


BANK
SECRECY ACT (BSA) REQUIREMENT


 


Identify
and complete for each of the 25% or more beneficial owner(s) of the entity as defined below:1


 


Name:
______________________________________             Percent of Ownership:
________


 


Home
Address (No PO Box):__________________________________________________________


 


Phone
Number: _________________                                         Email
Address: ________________________________


 


Title
(if applicable): ___________________________________________________________


 


Social
Security Number: ___________________                        Date
of Birth: ________________


 


Please
provide documents to verify the identity of the beneficial owner(s), including a current valid issued government id for each beneficial
owner identified above.


 


 


 






		1	Beneficial
                                            Owner: each individual, if any, who directly or indirectly, through any contract, arrangement,
                                            understanding, relationship or otherwise owns 25% or more of the equity interests of a legal
                                            entity investor: (A) a single individual with significant responsibility to control, manage
                                            or direct a legal entity investor, including, (i) an executive officer or senior manager
                                            (e.g. Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing
                                            Member, General Partner, President, Vice President or Treasurer) or (ii) any other individual
                                            who regularly performs similar functions or (B) if a trust owns directly or indirectly, through
                                            any contract, arrangement, understanding, relationship or otherwise, 25% or more of the equity
                                            interests of a legal entity investor, the beneficial owner shall mean the trustee. It is
                                            the ultimate beneficial owner(s) that must be identified and not nominees.




 






    50


     


    

 


IDENTIFICATION
& DOCUMENTATION AND SOURCE OF FUNDS:


 


		1.	Please
                                            submit a copy of non-expired identification for the authorized signatory(ies) on the investment
                                            documents, showing name, date of birth, address and signature. The address shown on the
                                            identification document MUST match the Purchaser’s address shown on the Purchaser Signature
                                            Page.



 


	Current Driver’s
    License	or	Valid Passport	or	Identity Card
	 	 	(Circle one or more)	 	 


 


		2.	If
                                            the Purchaser is a corporation, limited liability company, trust or other type of entity,
                                            please submit the following requisite documents: (i) Articles of Incorporation, By-Laws,
                                            Certificate of Formation, Operating Agreement, Trust or other similar documents for the type
                                            of entity; and (ii) Corporate Resolution or power of attorney or other similar document granting
                                            authority to signatory(ies) and designating that they are permitted to make the proposed
                                            investment.



 


		3.	Please
                                            advise where the funds were derived from to make the proposed investment:



 


	Investments	Savings	Proceeds of
    Sale	Other ____________
	(Circle one or more)


 





	Signature:	 	 
	Print Name:	 	 
	Title (if applicable):	 	 
	Date:	 	 


 






    51


     


    

 


EXHIBIT
A


 


Form
of Registration Rights Agreement


 


 


 


 


 


 


 


 


 


 


 


 




    A-1