Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”)
and Aeluma, Inc., a Delaware corporation (the “Company”) in connection with the private placement offering
(the “Offering”) by the Company.


 


R E C I T A L S


 


A.
The Company is offering a minimum of 500,000 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), at a purchase price of $3.00 per share (the “Per Share Purchase Price”), for an aggregate
purchase price of $1,500,000 (the “Minimum Offering Amount”), and a maximum of 1,333,333 shares of Common Stock
at the Per Share Purchase Price for an aggregate purchase price of $4,000,000 (the “Maximum Offering Amount”).
The Company may also sell an additional 666,667 shares of Common Stock at the Per Share Purchase Price for an aggregate Purchase Price
of $2,000,000 to cover over-subscriptions (the “Over-Subscription Option”), in the event the Offering is oversubscribed.
(References herein to “dollar” or “$” are to United States Dollars.)


 


B. The amount purchased
by current employees, officers, directors, and stockholders of Aeluma and their respective friends and family who were not
introduced to the Company by [   ] (“Insider Investors”) shall count towards the
achievement of the Minimum Offering Amount and Maximum Offering Amount. The Placement Agent, together with its officers, directors,
shareholders, employees and other affiliates may also purchase shares of Common Stock in the Offering (the “Placement Agent
Purchases”) and to the extent they do so, such purchases will also be counted towards the achievement of the Minimum Offering
Amount and Maximum Offering Amount.


 


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


 


AGREEMENT


 


The Company and the Purchaser
hereby agree as follows:


 


1. Subscription.


 


(a) Purchase
and Sale of the Shares.


 


(i) Subject
to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser,
that number of Shares set forth on the Purchaser’s Omnibus Signature Page attached hereto at the Per Share Purchase Price, for a
total aggregate purchase price for the Shares as set forth on such Omnibus Signature Page (the “Purchase Price”).
The minimum subscription amount for each purchaser in the Offering is $25,000 (or 8,333 Shares). The Company may accept subscriptions
for less than $25,000 from any purchaser in the Offering in its sole discretion. For the purposes of this Agreement, “Shares”
means the shares of Common Stock issued and sold to the Purchaser hereunder in the Offering at the Initial Closing (as defined below)
and at any Subsequent Closing (as defined below).


 






     


     


    

 


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


 


(b) Subscription
Procedure; Closing.


 


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


 


(ii) Subsequent
Closings. If the Maximum Offering Amount is not sold at the Initial Closing, subject to the satisfaction (or waiver as provided herein)
of the conditions set forth in Section 5 and Section 6 of this Agreement (other than those conditions that by their nature will be satisfied
at the Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions) (each a “Subsequent Closing”
and collectively the “Subsequent Closings” and the date that a Subsequent Closing occurs, a “Subsequent
Closing Date”), the Company may sell additional shares of Common Stock up to the Maximum Offering Amount at any time prior
to February 28, 2023, or at such later date as the Company and Placement Agent may mutually agree, without notice to or consent from the
Purchaser or any Other Purchaser, and if there are over-subscriptions, additional shares of Common Stock may be sold at the Per Share
Purchase Price in connection with the Over-Subscription Option (collectively, the “Subsequent Closing Shares”)
to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agent, including the Purchaser. Any
Subsequent Closing Shares issued and sold to the Purchaser pursuant to this Section 1(b)(ii) shall be deemed to be “Shares”
for all purposes under this Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


2. Placement
Agent. [ ] (the “Placement Agent”), a U.S.-registered broker-dealer, has been engaged by the Company
as the Company’s exclusive placement agent, on a commercially reasonable “best efforts” basis, for the Offering. At
each Closing, the Company will pay the Placement Agent the following fees: (i) for any Purchaser, other than an Insider Investor, first
introduced to the Company by the Placement Agent, a cash fee (the “Cash Fee”) in an amount equal to eight percent
(8%) of the gross proceeds from the sale of Common Stock at each closing; and (ii) for any Insider Investors, a Cash Fee in the amount
of three percent (3%) of the gross proceeds from the sale of Common Stock to the Insider Investors, which sales shall not exceed $2,000,000
in the aggregate. The Placement Agent will also receive warrants (the “Placement Agent Warrants”) at each Closing
to purchase such number of shares of Common Stock as is equal to eight percent (8%) of the number of shares of Common Stock sold in the
Closing to Purchasers who are not Insider Investors and (ii) zero percent (0%) of the number of shares of Common Stock sold in the Closing
to Insider Investors. The Placement Agent Warrants shall be exercisable at the same price as the shares of Common Stock sold in the Offering,
shall be for a term of five (5) years from the date of issuance and shall have cashless exercise and such other provisions as are customary
for warrants of this nature. Notwithstanding the foregoing, in the event that the aggregate gross proceeds from the sale of Common Stock
to Insider Investors at all closings exceeds $2,000,000, the Placement Agent shall be entitled to eight percent (8%) warrant coverage
on the gross proceeds received from Insider Investors in excess of $2,000,000. Any sub-agent of the Placement Agent that introduces
investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants attributable to those investors pursuant
to the terms of an executed sub-agent agreement with the Placement Agent.


 


3. Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedule delivered to the Purchaser prior to or concurrently
with the execution of this Agreement (the “Disclosure Schedule”), the Company hereby represents and warrants
to the Purchaser, as of the date hereof and as of each applicable Closing Date, the following and provided further that any qualification
as to “Knowledge” shall refer to the actual knowledge of management of the Company and what any such person should have known
after reasonable investigation:


 






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(a) Organization
and Qualification. The Company and each of its Subsidiaries is a corporation or limited liability company, as the case may be, duly
organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, and has the requisite
corporate or limited liability company power to own, lease and operate its properties and to carry on its business as currently conducted
and as described in the annual report on Form 10-K that the Company filed with the Securities and Exchange Commission (the “SEC”)
on September 28, 2022 (the “Annual Report”). The Company and each of its Subsidiaries is duly qualified as a foreign
corporation or limited liability company, as the case may be, to do business and is in good standing in every jurisdiction in which the
nature of the business as currently conducted and as described in the Annual Report makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. For purposes of this Agreement,
“Material Adverse Effect” means any event, circumstance, development, condition, occurrence, state of facts,
change or effect that, individually or in the aggregate with any other event, circumstance, development, condition, occurrence, state
of facts, change or effect, has or would reasonably be expected to (x) prevent or materially delay or materially impair the ability of
the Company or its Subsidiaries to carry out its obligations under this Agreement or (y) have any material adverse effect on the business,
properties, assets, liabilities, operations or condition (financial or otherwise), results of operations or future prospects of the Company
and its Subsidiaries, taken as a whole; provided, however, that for purposes of clause (y), none of the following shall
be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining
whether there has been or would reasonably be expected to have a “Material Adverse Effect”: (i) general financial, credit,
capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company
and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors), (ii) any effects alone or in
combination that arise out of, or result from, directly or indirectly from the announcement, pendency, execution or performance of this
Agreement, the transactions contemplated hereby or any action contemplated by this Agreement, (iii) acts of God, war (whether or not declared),
disease, including the COVID 19 pandemic, the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or
terrorism or other international or national calamity or any material worsening of such conditions (provided, however, that
such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s competitors), (iv) any
matter disclosed in the Disclosure Schedule or the SEC Reports (as hereinafter defined) (excluding any disclosures (whether contained
under the heading “Risk Factors,” in any “forward looking statements” disclaimer or in any other section) to the
extent they are cautionary, predictive or forward-looking in nature); (v) any failure by the Company or its Subsidiaries to meet any projections,
budgets or estimates of revenue or earnings (it being understood that the facts giving rise to such failure may be taken into account
in determining whether there has been a Material Adverse Effect (except to the extent such facts are otherwise excluded from being taken
into account by this proviso)), (vi) changes affecting the industry generally in which the Company or its Subsidiaries operates (provided,
however, that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s
competitors), or (vii) changes in Law or U.S. generally accepted accounting principles (“GAAP”) (provided,
however, that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s
competitors). For purposes of this Agreement, “Subsidiary” means, with respect to the Company, any corporation,
partnership, limited liability company, joint venture or other legal entity of any kind of which (i) 50% or more of the capital stock
or other equity interests or voting power are, directly or indirectly, controlled, owned or held by, or (ii) that is, at the time any
determination is made, controlled (whether by voting power, Contract (as defined below) or otherwise) by, in each case, the Company (either
alone or through or together with one or more of its other Subsidiaries).


 


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


 






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(c) Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $0.0001 per
share and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) and there
are 10,150,432 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. All of the outstanding shares of Common
Stock and of the capital stock of each of the Company’s Subsidiaries have been duly authorized, validly issued and are fully paid
and non-assessable and free of preemptive or similar rights and other Liens. All of the issued and outstanding capital stock of each Subsidiary
of the Company are owned, directly or indirectly, by the Company, free and clear of any Liens. Immediately after the Closing of the Minimum
Offering Amount or the Maximum Offering Amount (in each case, assuming no sales pursuant to the Over-Subscription Option), the pro forma
outstanding capitalization of the Company will be as set forth under “Pro Forma Capitalization” in Schedule
3c. Immediately after the Closing: (i) no shares of capital stock of the Company or any of its Subsidiaries will be subject
to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company; (ii) except as set forth on Schedule
3c(ii), there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible, exercisable or exchangeable into, any shares of capital stock of the Company or any
of its Subsidiaries, or any Contracts by which the Company or any of its Subsidiaries is or may become bound or pursuant to which the
Company or any of its Subsidiaries is otherwise obligated to issue additional shares of capital stock of the Company or any of its Subsidiaries;
(iii) there will be no outstanding debt securities of the Company or any of its Subsidiaries other than indebtedness as set forth
in Schedule 3c(iii); (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule
3c(iv), there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register
the sale of any of their securities under the Securities Act; (v) there will be no outstanding registration statements of the Company
or any of its Subsidiaries, other than pursuant to the Registration Rights Agreement; (vi) except as set forth in Schedule
3c(vi), there will be no securities or instruments of the Company or any of its Subsidiaries containing anti-dilution or similar
provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance
of the Shares as described in this Agreement; (vii) no co-sale right, right of first refusal or other similar right will
exist with respect to the Shares or the issuance and sale thereof and (viii) no shares of Common Stock shall be reserved for issuance,
other than (A) 1,512,500 shares of Common Stock reserved for issuance under the EIP and (B) shares of Common Stock reserved for issuance
upon exercise or conversion of the securities listed in Schedule 3c(ii), if any. The Company has made available to
the Purchaser true and correct copies of the Company’s Articles of Incorporation, as in effect as of the Initial Closing, and the
Company’s Bylaws, as in effect as of the Initial Closing, and the terms of all securities exercisable for Common Stock and the material
rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees and consultants. Except
for the interests in the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns any equity interest or other
interest of any nature in, or any interest convertible, exchangeable, or exercisable for, equity interests or other interests of any nature
in any other person.


 


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


 


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


 






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(f) Absence
of Litigation. Since September 30, 2022 (the “Lookback Date”) there has not been any, action, suit, claim,
inquiry, notice of violation, arbitration, petition, charge, citation, summons, subpoena, proceeding (including any partial proceeding
such as a deposition) or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity,
before or by any Governmental Authority (an “Action”) pending or threatened in writing or, to the knowledge
of the Company, threatened orally, against or affecting the Company or any of its Subsidiaries or any of their respective officers or
directors or any of their respective assets or businesses, which has or would be reasonably likely to (i) adversely affect the validity
or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the other
Transaction Documents or (ii) be material to the business of the Company and its Subsidiaries, taken as a whole. For the purpose of this
Agreement, the knowledge of the Company means the knowledge of the officers of the Company, both actual or knowledge that they would have
had upon reasonable inquiry of the personnel of the Company responsible for the applicable subject matter. Neither the Company nor any
of its Subsidiaries is, and since the Lookback Date has not been, subject to any judgment, decree, or order which has been, or would reasonably
be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.


 


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


 


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


 


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


 


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


 






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


 






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(l) Environmental
Laws.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






    9


     


    

 


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


 


(s) SEC
Reports. The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required
to be filed or furnished, as applicable by the Company under the Securities Act and the Exchange Act, for the one (1) year preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior
to the expiration of any such extension. The SEC Reports at the time they were filed complied, in all material respects with the Securities
Act or the Exchange Act, as applicable. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material
right thereunder, that are required to be described in the SEC Reports that were not described, in all material respects, as required
in the SEC Reports. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder,
that are required to be filed as exhibits to the SEC Reports will not have been filed as required therein. There are no outstanding or
unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject
of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations
pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice
of the Company.


 


(t) Financial
Statements.


 


(i) The
audited consolidated financial statements of the Company and its Subsidiaries as of June 30, 2022,
June 30, 2021 and December 31, 2020, and the related consolidated statements of operations, stockholders’ equity, and cash flows
for the twelve months ended June 30, 2022, the six months ended June 30, 2021 and the twelve months ended December 31, 2020, and the related
notes included in the Annual Report and the unaudited interim consolidated financial statements of the Company for the quarter
ended September 30, 2022 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Quarterly
Report”) (in each case consisting of the balance sheets related statements of income and retained earnings, owners’ equity
and cash flow), comply in all material respects with GAAP and the rules and regulations of the SEC with respect thereto as in effect at
the time of filing (the foregoing financial statements, the “Financial Statements”). The Financial Statements
have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and include all adjustments (consisting
only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the entities
or business to which they relate as of the date thereof, and fairly present in all material respects the financial position of the Company
and its Subsidiaries taken as a whole, as of and for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments that will not, individually or in
the aggregate, be material.


 


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


 


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


 


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


 






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(u) Material
Changes.  Except for the transactions contemplated hereby, since the date of the latest balance sheet of the Company included
in the financial statements contained in the Quarterly Report, except as set forth in the SEC Reports or on Schedule 3(u),
(i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse
Effect with respect to the Company (ii) there have not been any changes in the assets, financial condition, business or operations
of the Company from that reflected in the financial statements contained in the Annual Report or Quarterly Report except changes in the
ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties,
financial condition, results of operations or future prospects of the Company, (iii) neither the Company or any of its Subsidiaries has
altered its method of accounting or the manner in which it keeps its accounting books and records, and (iv) none of the Company or
any Subsidiaries has declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or
purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases
of unvested stock issued to employees of the Company). The Company and its Subsidiaries, individually and on a consolidated basis, are
not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be
Insolvent (as defined below). “Insolvent” means, with respect to the Company, on a consolidated basis with its
Subsidiaries, (i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required
to pay the Company’s and its Subsidiaries’ total indebtedness, (ii) the Company and its Subsidiaries are unable to pay their
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company
and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(cc) Privacy and Data
Security.


 


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


 


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


 


(iii) Neither
the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, does or will:
(A) conflict with or result in a violation or breach of any Privacy Laws or Business Privacy and Data Security Policies (as currently
existing or as existing at any time during which any Personal Information was collected or Processed by or for the Company or any of its
Subsidiaries in the conduct of its business as now being conducted); or (B) require the consent of or notice to any person concerning
such person’s Personal Information, in each case, except as has not been and would not reasonably be expected to have a Material
Adverse Effect.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(ll) Material Contracts.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F) that
relates to the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) at any time since
the Lookback Date;


 


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


 


(H) that
grants to the counterparty a right of first refusal, first offer or first negotiation outside of the ordinary course of business of the
Company;


 


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


 


(J) that
is a Lease;


 


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


 


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


 


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


 






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


 


(mm) Employee Benefits.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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(x)   The
Purchaser understands that the Company was a “shell company” as defined in Rule 12b-2 under the Exchange Act until
it filed the Current Report on Form 8-K on June 28, 2021. Pursuant to Rule 144(i), securities issued by a current or former shell company
(that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance
on Rule 144 until one year after the Company (a) is no longer a shell company; and (b) has filed current “Form
10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that at the
time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than
Form 8-K reports. As a result, the restrictive legends on certificates or book-entry positions for the Shares cannot
be removed except in connection with (i) an actual sale meeting the foregoing requirements or (ii) pursuant to an effective registration
statement.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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		7.	Indemnification.



 


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


 


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


 


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


 






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


 


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


 


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


 


		9.	Miscellaneous.



 


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


 


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


 






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


 


		(i)	if to the Company, at



 


Aeluma, Inc.


27 Castilian Dr.


Goleta, CA 93117


Attention: Jonathan Klamkin, CEO


Email:


 


with copies (which shall
not constitute notice) to:


 


Hunter Taubman Fischer & Li LLC


48 Wall Street, Suite 1100


New York, NY 1005


Attention: Lou Taubman


Facsimile:  212-930-9725 


E-mail: 


or


 


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



 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the Company has duly executed
this Agreement as of the 22nd day of  December                ,
2022.


 


	 	Aeluma, Inc.
	 	 
	 	By:	 /s/ Jonathan Klamkin
	 	Name: 	 Jonathan Klamkin
	 	Title: 	CEO



 




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Aeluma, Inc.


OMNIBUS SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT


 


The undersigned, desiring to: (i) enter into
the Subscription Agreement, dated as of 1, 2022 (the “Subscription Agreement”), between the undersigned, Aeluma,
Inc., a Delaware corporation (the “Company”), and the other parties thereto, in the form furnished to the
undersigned, (ii) enter into the Registration Rights Agreement (the “Registration Rights Agreement”), among
the undersigned, the Company and the other parties thereto, in the form furnished to the undersigned, and (iii) purchase the Shares of
the Company’s securities as set forth in the Subscription Agreement and below, hereby agrees to purchase such Shares from the Company
and further agrees to join the Subscription Agreement and the Registration Rights Agreement as a party thereto, with all the rights and
privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges
having read the representations section in the Subscription Agreement entitled “Representations and Warranties of the Purchaser”
and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.


 


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


 


Dated:_____________, 2022  


 





	 	×	$3.00	 =	$
	Number of Shares               	 	Purchase Price per Share	 	Total Purchase Price


 


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



 


	 	 	Print Name:	 
	Signature
    (if Joint Tenants or Tenantsin Common)	 	Title:	 



 


	Address of Principal Residence:	 	Address
    of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Social Security Number(s):	 	IRS Tax Identification
    Number:
	 	 	 
	 	 	 
	Telephone
    Number:	 	Telephone
    Number:
	 	 	 
	 	 	 
	Facsimile
    Number:	 	Facsimile
    Number:
	 	 	 
	 	 	 
	E-mail Address:	 	E-mail Address:
	 	 	 



 





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





 


 


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