Exhibit 10.5


 


STANDBY EQUITY PURCHASE AGREEMENT


 


THIS STANDBY EQUITY PURCHASE
AGREEMENT (this “Agreement”) dated as of December 20, 2022 is made by and between YA II PN, LTD., a Cayman
Islands exempt limited partnership (the “Investor”), and 10X CAPITAL VENTURE ACQUISITION CORP. III, a company
incorporated under the laws of the Cayman Islands (the “Company”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company, upon the closing of the Business Combination
(as defined below) shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall
purchase from the Company, up to the lesser of (i) $50 million in aggregate gross purchase price of the newly issued shares of the Company’s
common stock (the “Common Shares”), and (ii) the Exchange Cap (to the extent applicable); and


 


WHEREAS, upon the closing
of the Business Combination, the Company will redomicile in Delaware and the Common Shares of the combined entity will be listed for trading
on the New York Stock Exchange;


 


WHEREAS, the offer
and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder;
and


 


WHEREAS, in consideration
of the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares pursuant
to and in accordance with Section 12.04.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


Article I. Certain Definitions


 


“Additional Shares”
shall have the meaning set forth in Section 2.01(d)(ii).


 


“Adjusted Advance
Amount” shall have the meaning set forth in Section 2.01(d)(i).


 


“Advance”
shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to Article II hereof.


 


“Advance Date”
shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.


 


“Advance Notice”
shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting
forth the number of Advance Shares that the Company desires to issue and sell to the Investor.


 


“Advance Notice Date”
shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an Advance Notice
to the Investor, subject to the terms of this Agreement.


 






     


     


    

 


“Advance Shares”
shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.


 


“Affiliate”
shall have the meaning set forth in Section 3.07.


 


“Agreement”
shall have the meaning set forth in the preamble of this Agreement.


 


“Applicable Laws”
shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having
the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable
laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate
to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of
1977, and (iii) any Sanctions laws.


 


“Average Price”
shall mean a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross
purchase price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued
pursuant to this Agreement.


 


“Black Out Period”
shall have the meaning set forth in Section 6.02.


 


“Business Combination”
shall mean the transactions contemplated by the Business Combination Agreement, dated on or about the date hereof (the “Business
Combination Agreement”), by and among the Company, 10X Sparks Merger Sub, Inc., a Delaware corporation (the “Merger Sub”)
and Sparks Energy, Inc. a Delaware corporation (the “Target”), whereby (i) the Merger Sub will merge with and into the Target,
with the Target surviving as a wholly owned Subsidiary of the Company, (ii) at least one day prior to the transactions referred to in
clause (i), the Company will, subject to the approval of the Company’s shareholders, domesticate and transfer by way of continuation
as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Companies
Act (As Revised) of the Cayman Islands, and (iii) the shares of the Company, after giving effect to the transactions contemplated in clauses
(i) and (ii), shall become listed on the New York Stock Exchange under a new ticker symbol.


 


“Closing”
shall have the meaning set forth in Section 2.02.


 


“Commitment Amount”
shall mean $50,000,000 of Common Shares, provided that, the Company shall not issue and sell any Common Shares pursuant to this
Agreement and the Investor shall not purchase or acquire any Common Shares pursuant to this Agreement to the extent (but only to the extent)
that after giving effect to such purchase and sale the aggregate number of Common Shares that would be issued pursuant to this Agreement
and the transactions contemplated hereby would exceed 19.99% of the voting power or number of issued and outstanding Common Shares calculated
in accordance with the applicable rules of the Principal Market, which number of shares shall be reduced, on a share-for-share basis,
by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the
transactions contemplated by this Agreement under applicable rules of the Principal Market (such maximum number of shares, the “Exchange
Cap”) provided further that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved the
issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal
Market or (b) solely to the extent that (and only for so long as) the Average Price (including any sales covered by an Advance Notice
that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i)
the NYSE Official Closing Price (as reflected on NYSE.com) immediately preceding the Effective Date; or (ii) the average NYSE Official
Closing Price for the five Trading Days immediately preceding the Effective Date.


 


“Commitment Shares”
shall have the meaning set forth in Section 12.04.


 


“Commitment Period”
shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with
Section 11.02.


 


“Common Shares”
shall have the meaning set forth in the recitals of this Agreement.


 


“Company”
shall have the meaning set forth in the preamble of this Agreement.


 


“Company Indemnitees”
shall have the meaning set forth in Section 5.02.


 


“Condition Satisfaction
Date” shall have the meaning set forth in Section 7.01.


 






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“Daily Traded Amount”
shall mean the daily trading volume of the Company’s Common Shares on the Principal Market during regular trading hours as reported
by Bloomberg L.P.


 


“Effective Date”
shall mean the 6th Trading Day following the date of closing of the Business Combination.


 


“Environmental Laws”
shall have the meaning set forth in Section 4.13.


 


“Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap”
shall have the meaning set forth in Article I.


 


“Excluded Day”
shall have the meaning set forth in Section 2.01(d)(i).


 


“Hazardous Materials”
shall have the meaning set forth in Section 4.13.


 


“Indemnified Liabilities”
shall have the meaning set forth in Section 5.01.


 


“Investor”
shall have the meaning set forth in the preamble of this Agreement.


 


“Investor Indemnitees”
shall have the meaning set forth in Section 5.01.


 


“Market Price”
shall mean an Option 1 Market Price or Option 2 Market Price, as applicable.


 


“Material Adverse
Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse
effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse
effect on the operations, assets, business, earnings, properties, prospects, stockholder’s equity, results of operations, or condition
(financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or prevent or materially interfere with consummation of
the transactions contemplated hereby, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under this Agreement.


 


“Material Outside
Event” shall have the meaning set forth in Section 6.08.


 


“Maximum Advance
Amount” in respect of each Advance Notice means the greater of: (i) an amount equal to 100% of the average of the Daily Traded
Amount during the three consecutive Trading Days immediately preceding an Advance Notice, or (ii) 2 million Common Shares.


 


“Minimum Acceptable
Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each Advance Notice,
if applicable.


 


“OFAC”
shall have the meaning set forth in Section 4.30.


 


“Option 1 Market
Price” shall mean the VWAP of the Common Shares during the Option 1 Pricing Period.


 


“Option 2 Market
Price” shall mean the lowest daily VWAP of the Common Shares during the Option 2 Pricing Period.


 


“Option 1 Pricing
Period” shall mean the period on the applicable Advance Notice Date with respect to an Advance Notice selecting an Option 1
Pricing Period commencing upon receipt by the Company of written confirmation (which may be by e-mail) of acceptance of such Advance Notice
by the Investor (or the open of regular trading hours, if later), and which confirmation shall specify such commencement time, and ending
on 4:00 p.m. New York City time on the applicable Advance Notice Date.


 


“Option 2 Pricing
Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.


 


“Ownership Limitation”
shall have the meaning set forth in Section 2.01(c)(i).


 


“Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Plan of Distribution”
shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.


 


“Pricing Period”
shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.


 


“Principal Market”
shall mean the New York Stock Exchange; provided however, that in the event the Company’s Common Shares are ever listed or traded
on another national exchange, then the “Principal Market” shall mean such other market or exchange on which the Company’s
Common Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the
Common Shares.


 






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“Prospectus”
shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with
a Registration Statement.


 


“Prospectus Supplement”
shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b) under the Securities
Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement to be filed in
accordance with Section 6.01 hereof.


 


“Purchase Price”
shall mean the price per Advance Share obtained by multiplying the Market Price by (i) 96% in respect of an Advance Notice with an Option
1 Pricing Period, and (ii) 97% in respect of an Advance Notice with an Option 2 Pricing Period.


 


“Registrable Securities”
shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.


 


“Registration Limitation”
shall have the meaning set forth in Section 2.01(c)(ii).


 


“Registration Statement”
shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifies
and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the
Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale from time to time
of the Shares as provided herein.


 


“Regulation D”
shall mean the provisions of Regulation D promulgated under the Securities Act.


 


“Sanctions”
shall have the meaning set forth in Section 4.28.


 


“Sanctioned Countries”
shall have the meaning set forth in Section 4.28.


 


“SEC” shall
mean the U.S. Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning set forth in Section 4.05.


 


“Securities Act”
shall have the meaning set forth in the recitals of this Agreement.


 


“Settlement Document”
shall have the meaning set forth in Section 2.02(a).


 


“Shares”
shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.


 






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“Subsidiaries”
shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority
of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration
of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”


 


“Trading Day”
shall mean any day during which the Principal Market shall be open for business.


 


“Transaction Documents”
shall have the meaning set forth in Section 4.02.


 


“Volume Threshold”
shall mean a number of Common Shares equal to the quotient of (a) the number of Advance Shares requested by the Company in an Advance
Notice divided by (b) 0.3.


 


“VWAP”
shall mean for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
during regular trading hours (or such other period in the case of an Option 1 Pricing Period) as reported by Bloomberg L.P through its
“AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.


 


Article II. Advances


 


Section 2.01 Advances;
Mechanics. As a condition to the effectiveness of this Agreement, on or before the completion of the Business Combination (and prior
to the Effective Date), the legal entity that will be the surviving entity upon completion of the Business Combination, shall assume all
benefits and obligations under this Agreement, all representations and warranties shall apply in respect of such entity and all references
to the “Company” in this Agreement shall be the legal entity that will be the surviving entity upon completion of the Business
Combination. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole discretion,
shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, Advance
Shares by the delivery to the Investor of Advance Notices on the following terms:


 


		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions
set forth in Section 7.01, and in accordance with the following provisions:



 


		(i)	The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum
Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice,
and the Pricing Period to be used, provided, however, if a Pre-Advance Loan is outstanding, then the Option 2 Pricing Period
shall apply.



 


		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



 


		(b)	Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with the instructions
set forth on the bottom of Exhibit A attached hereto. An Advance Notice selecting an Option 1 Pricing Period shall only be delivered
on a Trading Day and shall be deemed delivered on the day such notice is received by e-mail. An Advance Notice selecting an Option 2 Pricing
Period shall be deemed delivered on (i) the day it is received by the Investor if such notice is received by e-mail at or before 8:30
a.m. New York City time (or at such later time if agreed to by the Investor in its sole discretion) in accordance with the instructions
set forth on the bottom of Exhibit A attached hereto, or (ii) the immediately succeeding day if it is received by e-mail after
8:30 a.m. New York City time. Upon receipt of an Advance Notice, the Investor shall promptly (and, with respect to an Advance Notice selecting
an Option 1 Pricing Period, in no event more than one-half hour after receipt) provide written confirmation (which may be by e-mail) of
receipt of such Advance Notice, and which confirmation, in the case of an Advance Notice selecting an Option 1 Pricing Period, shall specify
the commencement time of the Option 1 Pricing Period.



 


		(c)	Advance Limitations. Regardless of the number of Advance Shares requested by the Company in the
Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance
with each of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform
the Company of the amount of shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement,
the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement
which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section
13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates
(on an aggregated basis) to exceed 9.99% of the outstanding voting power or number of Common Shares (the “Ownership Limitation”).
Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent
for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding.
In connection with each Advance Notice delivered by the Company, any portion of the number of Advance Shares that would (i) cause the
Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to
exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice
shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion;
provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company
of such event.



 






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		(ii)	Registration Limitation and Exchange Cap. In no event shall an Advance exceed the amount registered
under the Registration Statement then in effect (the “Registration Limitation”) or the Exchange Cap, to the extent
applicable. In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or the Exchange
Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically
modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance
Notice; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the
Company of such event.



 


		(iii)	Volume Threshold. In connection with an Advance Notice where the Company selected an Option 1 Pricing
Period, if the total number of Common Shares traded on the Principal Market during the applicable Option 1 Pricing Period is less than
the Volume Threshold, then the number of Advance Shares issued and sold pursuant to such Advance Notice shall be reduced to the greater
of (a) 30% of the trading volume of the Company’s Common Shares on the Principal Market during the Option 1 Pricing Period as reported
by Bloomberg L.P., or (b) the number of Common Shares sold by the Investor during such Option 1 Pricing Period, but not to exceed the
amount requested in the Advance Notice.



 


		(d)	Minimum Acceptable Price.



 


		(i)	With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor
of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then
no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect
to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B)
there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance
Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”),
and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price.



 


		(ii)	The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the
Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”)
equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional
Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not
cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).



 


		(e)	Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and
the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have
entered into an unconditional contract binding on both parties for the purchase and sale of Advance Shares pursuant to such Advance Notice
in accordance with the terms of this Agreement and subject to Applicable Laws and (ii) subject to Section 3.08, the Investor may
sell Common Shares during the Pricing Period.



 


Section 2.02 Closings.
The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon
as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase
Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined
on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth
further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:


 


		(a)	On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached
hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the
Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds
to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the
Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in
accordance with the terms and conditions of this Agreement.



 


		(b)	Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not
later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number
of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account
or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means
of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has
been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the
Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company in writing
and transmit notification to the Company that such funds transfer has been requested. No fractional shares shall be issued, and any fractional
amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Common Shares by the Investor, the
Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such
Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only
sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise
in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an
available exemption).



 






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		(c)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



 


		(d)	Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i)
the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period,
the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing
for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the
notification from the Company of a Material Outside Event or Black Out Period.



 


Section 2.03 Hardship.


 


		(a)	In the event the Investor sells Common Shares after receipt of an Advance Notice and the Company fails
to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without
limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market),
without the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article
V hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without limitation, specific
performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),
as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable damage may occur in the
event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent such
breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market), without
the posting of a bond or other security, the terms and provisions of this Agreement.



 


Section 2.04 Completion
of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed the
subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company in writing (which
may be by e-mail) that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness
of the Registration Statement.


 


Section 2.05 Pre-Advance
Loans. Subject to the mutual consent of the parties, from time to time, the Company may request, and the Investor shall provide, a
pre-advance loan (“Pre-Advance Loan”) in the principal amount not to exceed $20,000,000, pursuant to a convertible
promissory note to be issued by the Company or a pre-paid advance agreement between the parties, on terms and conditions to be agreed
by the parties.


 


Article III. Representations
and Warranties of the Investor


 


The Investor represents and
warrants to the Company, as of the date hereof, as of each Advance Notice Date and each Advance Date that:


 


Section 3.01 Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to purchase or acquire
Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the
performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby
have been duly authorized and require no further consent or authorization by the Investor or its sole member. The undersigned has the
right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders.
This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof
by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance
with its terms.


 






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Section 3.02 Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and of protecting its
interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company
involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section 3.03 No Legal,
Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose
all or a part of its investment.


 


Section 3.04 Investment
Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration
requirements of the Securities Act or any applicable state securities laws; provided, however, that by making
the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum
or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration
Statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any
agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The
Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration
Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related
to the resale of Registrable Securities.


 


Section 3.05 Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.


 


Section 3.06 Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and
operations of the Company and information the Investor deemed material to making an informed investment decision which have been requested
by the Investor. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company
and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted
by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement. Notwithstanding Section 3.02 and Section
3.03, the Investor acknowledges and agrees (i) that the Company has not made to the Investor, and the Investor acknowledges and agrees
it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations
and warranties of the Company contained in this Agreement, (ii) the Investor understands that its investment involves a high degree of
risk, and (iii) the Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment
decision with respect to the transactions contemplated hereby.


 


Section 3.07 Not an Affiliate.
The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule
405 promulgated under the Securities Act). During the Commitment Period, the Investor will not acquire for its own account any Common
Shares or securities exercisable for or convertible into Common Shares, other than pursuant to this Agreement or pursuant to any transaction
entered into directly with the Company.


 


Section 3.08 No Prior
Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective officers, or
any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly,
for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares that
remains in effect as of the date of this Agreement.


 


Section 3.09 General Solicitation.
Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common
Shares by the Investor.


 






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Section 3.10 No Conflicts.
The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated
hereby do not and shall not (i) result in a violation of such Investor’s applicable organizational instruments, (ii) conflict with,
constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights
of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license,
lease agreement, instrument or obligation to which the Investor is a party or is bound, or (iii) result in a violation of any federal,
state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for
such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate,
prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under
this Agreement.


 


Section 3.11 Reliance
on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the
registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy
of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor
set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.


 


Section 3.12 No Governmental
Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have
such authorities passes upon or endorsed the merits of the offering of the Shares.


 


Section 3.13 Resale of
Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to a Registration Statement
in which the resale of such Advance Shares is registered under the Securities Act, in a manner described under the caption “Plan
of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.


 


Article IV. Representations
and Warranties of the Company


 


Except as set forth in the
SEC Documents, the Company represents and warrants to the Investor that, upon the closing of the Business Combination and each Advance
Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written
as of such certain date):


 


Section 4.01 Organization
and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing under the laws of their
respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry on its business
as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent
applicable) in every jurisdiction in which the nature of the business conducted by it 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.


 


Section 4.02 Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and
thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been
or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization
will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which
the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the
execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid
and binding obligations of the Company, enforceable against the Company 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 other
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification
and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively,
this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with
the transactions contemplated hereby and thereby, as may be amended from time to time.


 






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Section 4.03 Authorization
of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant
to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a
duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly
authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim,
including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be
registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in or
incorporated into the Prospectus.


 


Section 4.04 No Conflict.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result in a violation
of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as
the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, 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 agreement, indenture or instrument to which the Company or its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries
is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected
to have a Material Adverse Effect.


 


Section 4.05 SEC Documents;
Financial Statements. Except as disclosed on Schedule 4.05, since March 31, 2022, the Company has timely filed (giving effect
to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current Report, each Registration
Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and
all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference
therein (all such documents hereinafter referred to as the “SEC Documents”). The Company has delivered or made available
to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except
as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing
prior to the date hereof, on the date of such amended or superseded filing), each SEC Documents complied in all material respects with
the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.


 


Section 4.06 Financial
Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together
with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and
the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity
of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim
financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary
statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the
other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC
Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of
the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference
in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any
material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents
(excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with
Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data
in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called
for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.


 


Section 4.07 Registration
Statement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby will meet the requirements
of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or
other documents that are required to be described in a Registration Statement or a Prospectus, or to be filed as exhibits to a Registration
Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements
thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement
have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the
later to occur of each Advance Date and completion of the distribution of the Shares, will not distribute any offering material in connection
with the offering or sale of the Shares other than a Registration Statement and the Prospectus to which the Investor has consented.


 






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Section 4.08 No Misstatement
or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus
or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Advance
Date, the Registration Statement and the Prospectus, each as of such date, will conform in all material respects with the requirements
of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and 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 not misleading.
Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference
in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not,
when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated
in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.
The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information
furnished to the Company by the Investor specifically for use in the preparation thereof.


 


Section 4.09 Conformity
with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and the
documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents
were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as
the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable. 


 


Section 4.10 Equity Capitalization.
On the date of the closing of the Business Combination, the authorized share capital of the Company shall be provided to the Investor
as a supplement hereto prior to the Effective Date. From and after the closing of the Business Combination, the Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and will be listed on a Principal Market. The Company has taken no action designed to, or
likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares
from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating
terminating such registration or listing. To the Company’s knowledge, it will be in compliance with all applicable listing requirements
of the Principal Market upon the closing of the Business Combination.


 


Section 4.11 Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except
as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of
the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement except as would not cause a Material Adverse Effect.


 


Section 4.12 Employee
Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section 4.13 Environmental
Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) have not received written notice alleging any failure
to comply in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice
alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses
(i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 4.14 Title.
Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title
to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest other than such as are not material to the business of the Company. Any real property and facilities held under lease by the
Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material
and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.


 


Section 4.15 Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have
a Material Adverse Effect.


 






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Section 4.16 Regulatory
Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective
businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permits.


 


Section 4.17 Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents
as and when required.


 


Section 4.18 Absence of
Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s Subsidiaries,
wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.19 Subsidiaries.
The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, association
or other business entity.


 


Section 4.20 Tax Status.
Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested
in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. The Company has not received written notification of any unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries
know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.


 


Section 4.21 Certain Transactions.
Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors of the Company is presently a party
to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement 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 or director, or to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.


 


Section 4.22 Rights of
First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal basis to any
third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third
parties.


 


Section 4.23 Dilution.
The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing shareholders and could
significantly increase the outstanding number of Common Shares.


 


Section 4.24 Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder.
The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if a Registration Statement is
not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market. The Company
acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions
of the transactions contemplated by this Agreement.


 


Section 4.25 Finder’s
Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions
or similar payments in connection with the transactions herein contemplated. 


 


Section 4.26 Relationship
of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, or, to the Company’s knowledge, any person acting
on its or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates
has provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or
their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents. 


 


Section 4.27 Compliance
with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not received a notice
of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Company
or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary
has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is not aware of
any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a
Material Adverse Effect.


 






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Section 4.28 Sanctions
Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled
affiliate of the Company or, to the knowledge of the Company, any director or officer of any Subsidiary, is a Person that is, or is owned
or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s
Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals
and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings
with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s Republic and Luhansk People’s
Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company
nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating
any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is
the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable
Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor,
investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged
in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or
was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the
Company, any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United
States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.


 


Article V. Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 5.01 Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder,
and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and
hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors,
managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective
of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any
of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any
material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material
agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated
hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under
Applicable Law.


 






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Section 5.02 Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s
other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers,
directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred
by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any
amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor
furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity,
and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation
or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or
thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing
undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.


 


Section 5.03 Notice of
Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,
as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this
Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying
party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure.
The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to
the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee
or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not
more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company
Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which
relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor
Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor
is due.


 


Section 5.04 Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified
person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration
or termination of this Agreement.


 


Section 5.05 Limitation
of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive, indirect, incidental
or consequential damages.


 






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Article VI.
Covenants


 


The Company covenants with the
Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Commitment Period:


 


Section 6.01 Registration
Statement.


 


		(a)	Filing of a Registration Statement. The Company shall prepare and file with the SEC a Registration
Statement, or multiple Registration Statements for the resale by the Investor of the Registrable Securities. The Company in its sole discretion
may choose when to file such Registration Statements; provided, however, that the Company shall not have the ability to request
any Advances until the effectiveness of a Registration Statement.



 


		(b)	Maintaining a Registration Statement. The Company shall maintain the effectiveness of any Registration
Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received
notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment
Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements
thereto) used in connection with such Registration Statement shall not contain any 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 case of prospectuses, in the light
of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly
if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease to be authorized
for listing on the Principal Market, (iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange
Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the
Exchange Act.



 


		(c)	Filing Procedures. The Company shall (A) permit counsel to the Investor an opportunity to
review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and
(ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within
a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and
its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company
shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the Staff to
the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information
regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy
of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and
schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness
of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments
and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available
on EDGAR).



 


		(d)	Amendments and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such
Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus
to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or
amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence
from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which
would constitute material, non-public information, and (iv) comply with the provisions of the Securities Act with respect to the Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 6.01(d) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any
analogous report under the Exchange Act, the Company shall file such report in a prospectus supplement filed pursuant to Rule 424 promulgated
under the Securities Act to incorporate such filing into the Registration Statement, if applicable, or shall file such amendments or supplements
with the SEC either on the day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement
the Registration Statement, if feasible, or otherwise promptly thereafter.



 


		(e)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Laws, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to (w) make any change to its articles of incorporation or bylaws or any other organizational documents of the
Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 6.01, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of
process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the Common Shares for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.



 






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Section 6.02 Suspension
of Registration Statement.


 


		(a)	Establishment of a Black Out Period. During the Commitment Period, the Company from time to time
may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole
discretion in good faith that such suspension is necessary to (A) delay the disclosure of material, non-public information concerning
the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company
or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include
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 light of the circumstances under which they were made, not misleading (a “Black Out Period”).



 


		(b)	No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Common Shares of the Company pursuant to such Registration Statement, but may sell shares pursuant to an exemption from
registration, if available, subject to the Investor’s compliance with Applicable Laws.



 


		(c)	Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 30 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions
that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, non-public
information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company
shall immediately notify the Investor of the termination of the Black Out Period.



 


Section 6.03 Listing of
Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered
under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.


 


Section 6.04 Opinion of
Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion
letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.


 


Section 6.05 Exchange
Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under
the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder)
to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 6.06 Transfer
Agent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement) and subject
to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver an opinion)
the transfer agent for the Common Shares to remove restrictive legends from Common Shares purchased by the Investor pursuant to this Agreement,
provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose of enabling them
to render the opinions or make the statements requested by the transfer agent, or in order to evidence the accuracy of any of the representations
or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.


 


Section 6.07 Corporate
Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during
the Commitment Period.


 


Section 6.08 Notice of
Certain Events Affecting Registration; Suspension of Right to Make an Advance. During the Commitment Period, the Company will promptly
notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a
Registration Statement or related Prospectus relating to an offering of the Common Shares (in each of which cases the information provided
to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC investigations disclosed in the SEC
Documents, receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the
period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related
Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation
or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration
Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case
of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will
not contain any untrue statement of a material fact or omit to state any 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, or of the necessity to amend the
Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly
make available to the Investor any such supplement or amendment to the related Prospectus); (v) the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Common Shares shall cease
to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents
required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor any Advance Notice, and the
Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during
the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii),
inclusive, a “Material Outside Event”).


 






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Section 6.09 Consolidation.
If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into,
or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance
Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received by the
Investor.


 


Section 6.10 Issuance of
the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance with the provisions
and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.


 


Section 6.11 Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the
Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii)
the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s
counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants
and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including
filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto
requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading
on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 


Section 6.12 Current Report.
The Company shall, not later than 5:30 p.m., New York City time, on the fourth business day after the date of this Agreement, file with
the SEC a current report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor (including
any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable
opportunity to comment on any description of this Agreement contained in a draft of the Current Report, including any exhibit to be filed
related thereto, as applicable, prior to filing the Current Report with the SEC and shall give due consideration to all such comments.
From and after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material, non-public information
delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their
respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the
Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company
or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in
and of itself be deemed to be material, non-public information. Notwithstanding anything contained in this Agreement to the contrary,
the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available any information
communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated
herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company
or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales
of Shares under a Registration Statement.


 


Section 6.13 Advance Notice
Limitation. The Company shall not deliver an Advance Notice if a stockholder meeting or corporate action date, or the record date
for any stockholder meeting or any corporate action, would fall during the period beginning two (2) Trading Days prior to the date of
delivery of such Advance Notice and ending two (2) Trading Days following the Closing of such Advance.


 


Section 6.14 Use of Proceeds.
The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in
the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto
filed pursuant to this Agreement.


 


Section 6.15 Compliance
with Laws. The Company shall comply in all material respects with all Applicable Laws.


 


Section 6.16 Market Activities.
Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly,
(i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result,
in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Shares or
(ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases
of the Shares.


 


Section 6.17 Trading Information.
Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and average
sales prices of shares of Common Shares sold by the Investor during the prior trading week.


 


Section 6.18 Selling Restrictions.
(i) Except as expressly set forth below, the Investor covenants that from and after the date hereof through and including the Trading
Day next following the expiration or termination of this Agreement as provided in Section 11.01 (the “Restricted Period”),
none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted
Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,
(i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares
or (ii) engage in any hedging transaction, which establishes a net short position with respect to any securities of the Company (including
the Common Shares), with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account
of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall
(without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling
“long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Shares
equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice
but has not yet received from the Company or the transfer agent pursuant to this Agreement.


 


Section 6.19 Assignment.
Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 






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Article VII.
Conditions for Delivery of Advance Notice


 


Section 7.01 Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the
obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date
(a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects.



 


		(b)	Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance
Notice.



 


		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



 


		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior to the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement.



 


		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market. The Company shall not have received any written notice that is then still pending threatening the continued quotation
of the Common Shares on the Principal Market.



 


		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall
have delivered all Shares relating to all prior Advances.



 






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Article VIII. Non
Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout
the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible
notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced
by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any
rights with respect to its existing and/or future share capital.


 


Article IX. Choice of
Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article X. Termination


 


Section 10.01 Termination.


 


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the Effective Date, (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount, (iii) the termination
of the Business Combination Agreement.



 


		(b)	The Company may terminate this Agreement effective upon five Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, and
(ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time by
the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written
consent.



 


		(c)	Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. Section 12.06 and the indemnification provisions contained in Article V shall survive termination
hereunder.



 


		(d)	Notwithstanding anything to the contrary in this Agreement, no obligation, including the obligation to
issue to the Investor the Commitment Shares, shall arise until the consummation of the Business Combination. If the Business Combination
Agreement is terminated, other than in connection with the consummation of the Business Combination, then this Agreement shall be terminated
and of no further effect, without any liability of any party hereunder.



 






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Article XI. Notices


 


Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or,
if not sent on a Trading Day, on the immediately following Trading Day; (iii) five (5) calendar days after being sent by U.S. certified
mail, return receipt requested, (iv) one (1) calendar day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses for such communications (except for Advance Notices which shall
be delivered in accordance with Exhibit A hereof) shall be:


 


	If to the Company prior to the consummation of the Business Combination, to:	
    10X Capital Venture Acquisition Corp. III

	 	 
	 	Attention: Hans Thomas
	 	
    Telephone: (212) 257-0069 

    Email: hans@10xcapital.com

     

	
    With a Copy (which shall not

    constitute notice or delivery of process) to:
	
    Latham & Watkins (London) LLP

    99 Bishopsgate

    London, EC2M 3XF

    United Kingdom

    Attention:  J. David Stewart

	 	Telephone: +44.20.7710.3098
	 	
    Email: j.david.stewart@lw.com

     

	If to the Company following the consummation of the Business Combination, to:	
    Sparks Energy, Inc.

    1370 Kirby Bridge Road

    Danville, Alabama 35619

	 	 
	 	
    

    Attention: Shawn Engen 

	 	Telephone: (256) 584-9601 
	 	Email: sengen@sparksinc.com 
	 	 
	
    With a Copy (which shall not

    constitute notice or delivery of process) to:
	
    Nelson Mullins Riley & Scarborough LLP

    101 Constitution Avenue, NW

    Washington DC 20001

	 	 
	 	
    Attention: Andrew M. Tucker 

     

	 	
    Telephone: (202) 689-2987 

     

	 	
    Email: andy.tucker@nelsonmullins.com 

	 	 
	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:  Mark Angelo
	 	                    Portfolio Manager
	 	Telephone: (201) 985-8300
	 	
    Email: mangelo@yorkvilleadvisors.com

	 	 
	
    With a Copy (which shall not

    constitute notice or delivery of process) to:
	
    David Fine, Esq.

    1012 Springfield Avenue

    Mountainside, NJ 07092

	 	Telephone: (201) 985-8300
	 	Email:  legal@yorkvilleadvisors.com


 


or at such other address and/or e-mail and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party prior to the effectiveness
of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii)
electronically generated by the sender’s email service provider containing the time, date, and recipient email address or (iii)
provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service in accordance with clause
(i), (ii) or (iii) above, respectively.


 






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Article XII. Miscellaneous


 


Section 12.01 Counterparts.
This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered
signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the
Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.


 


Section 12.02 Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective
affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding
of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived
or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 12.03 Reporting
Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the
Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 12.04 Commitment
and Structuring Fee. Each of the parties 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, except that (i)
the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $10,000 which shall be
paid within five days from the date hereof, and (ii) the Company shall pay to the Investor a commitment fee, which shall be due and payable
on the Effective Date, and which shall be paid by the issuance of 37,500 shares of number of Common Shares to the Investor (all such shares,
the “Commitment Shares”).


 


Section 12.05 Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will
demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree
to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or
finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.


 


Section 12.06 Trust Fund
Waiver. Notwithstanding anything else in this Agreement, the Investor acknowledges that it has read the Company’s prospectus
dated January 11, 2022, and understands that the Company has established a trust account at J.P. Morgan Chase Bank, N.A. (the “Trust
Fund”) for the benefit of the Company’s public shareholders and that the Company may disburse monies from the Trust Fund
only (a) to the Company’s public shareholders in the event they elect to convert their ordinary shares into cash in accordance with
the Company’s amended and restated memorandum and articles of association and/or the liquidation of the Company or (b) to the Company
after, or concurrently with, the consummation of a business combination. The Investor further acknowledges that, if the transactions contemplated
by the Business Combination Agreement, or, upon termination of the Business Combination Agreement, another business combination, are not
consummated by the Termination Date (as defined in the Business Combination Agreement), or such later date as shall be set forth in an
amendment to the Company’s amended and restated memorandum and articles of association for the purpose of extending the date by
which the Company must complete a business combination, the Company will be obligated to return to its shareholders the amounts being
held in the Trust Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or
claim of any kind against the Company to collect from the Trust Fund any monies that may be owed to them by the Company for any reason
whatsoever, including but not limited to a breach of this Agreement by the Company or any negotiations, agreements or understandings with
the Company (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever.
This paragraph will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not
limit the rights of the Company or its shareholders at or following the date of the closing of the Business Combination.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 






    -21-


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


 


	 	COMPANY:
	 	10X Capital Venture Acquisition
    Corp. III
	 	 
	 	By:	/s/ Hans Thomas
	 	Name: 	Hans Thomas
	 	Title:	Chairman and Chief Executive Officer



 


	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager



 


	 	By:	Yorkville Advisors Global II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Matt Beckman
	 	Name: 	Matt Beckman
	 	Title:	Member



 








    -22-


     


    

 





EXHIBIT A

ADVANCE NOTICE


 


[10X CAPITAL VENTURE ACQUISITION CORP. III]


 


	Dated: ______________	 	Advance Notice Number: ____



 


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of
[_____________________] (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that
certain Standby Equity Purchase Agreement, dated as of December __, 2022 (the “Agreement”), as follows (with capitalized
terms used herein without definition having the same meanings as given to them in the Agreement): 


 


1.   The
undersigned is the duly elected ______________ of the Company.


 


2.   There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.    The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.   The
number of Advance Shares the Company is requesting is _____________________.


 


5.   The
Pricing Period for this Advance shall be an [Option 1 Pricing Period]/[Option 2 Pricing Period]


 


6.   The
Minimum Acceptable Price with respect to this Advance Notice is____________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance). [Only applicable for an Option 2 Pricing Period]


 


7.   The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 


	 	[______________________]
	 	 
	 	By:	                                



 






     


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


 


VIA EMAIL


 


[________________] Attn: 


Email:


 


	 	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Number of Common Shares requested in the Advance Notice	 
	2.	Minimum Acceptable Price for this Advance (if any)	 
	3.	Number of Excluded Days (if any)	 
	4.	Adjusted Advance Amount (if applicable)	 
	5.	Option [1] / [2] Market Price	 
	6.	Purchase Price (applicable Market Price x 97%/96%) per share	 
	7.	Number of Advance Shares due to the Investor	 
	8.	Total Purchase Price due to Company (row 6 x row 7)	 


 


If there were any Excluded
Days then add the following (see Section 2.01(d)


 


	9.	Number of Additional Shares to be issued to the Investor	 
	10.	Additional amount to be paid to the Company by the Investor (Additional Shares in row 9 x Minimum Acceptable Price x 97%)	 
	11.	Total Amount to be paid to the Company (Purchase Price in row 8 + additional amount in row 10)	 
	12.	Total Advance Shares to be issued to the Investor (Advance Shares due to the Investor in row 7 + Additional Shares in row 9)	 


 


Please issue the number of
Advance Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT NAME:


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact person:


	Number and/or email:	Sincerely,	 
	 	 	 
	 	YA II PN, LTD.	 



 


	Agreed and approved By: [________________]:	 
	 	 
	 	 
	Name:	                         	 
	Title: