Exhibit 10.10


 


AMENDMENT NO. 1 TO SHARE EXCHANGE
AGREEMENT


 


This Amendment No. 1 to Share Exchange Agreement,
dated effective as of October 29, 2019 (this “Agreement”), is made by and among Moving Image Technologies LLC, a Delaware
limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and
NLM Holding Co., Inc., a Delaware corporation (“NLM”).


  


WHEREAS,
the parties hereto executed a Share Exchange Agreement dated effective as of January 2 , 2019 (the Share Exchange Agreement”)
whereby (i) MiT agreed to exchange 100% of the membership interests of MiT (the “Membership Interests”) for newly-issued
shares of common stock, $0.001 par value per share, of NLM (“Common Stock”), which, at the time of issuance would represent
approximately 88% of the issued and outstanding shares of the Common Stock of NLM on a fully-diluted basis; and


 


WHEREAS,
the parties hereto believe it is in their best interests to amend the Share Exchange Agreement such that MiT will exchange the
Membership Interests for Common Stock of NLM, which, at the time of issuance will represent approximately 87% of the issued and
outstanding shares of the Common Stock of NLM on a fully-diluted basis.


 


 NOW, THEREFORE, in consideration of the mutual
terms, conditions and other agreements set forth herein, the parties hereto agree as follows:


 


1. The fourth Whereas clause of the Share Exchange Agreement
is amended to read in full as follows:


 


WHEREAS,
it is a further condition to the Share Exchange that a firm commitment initial public offering of NLM be effected further to a
registration statement (the “Registration Statement”) to be filed by NLM with the Securities and Exchange Commission
(the “IPO Transaction”);


 


2. Section 1.1  of the Share Exchange Agreement
is amended to read in full as follows:


 


Agreement
to Exchange Membership Interests for shares of NLM Common Stock. On the Closing Date (as hereinafter defined) and upon
the terms and subject to the conditions set forth in this Agreement, the Members shall assign, transfer, convey, and deliver the
Membership Interests to NLM.  In consideration and exchange for the Membership Interests, NLM shall issue, and deliver
shares of NLM Common Stock to the Members. As of the date hereof, it is the intention of the parties that there be outstanding
on a fully-diluted, post-Share Exchange basis 5,000,000 shares of NLM Common Stock and that the Members would own an aggregate
of 4,350,000 shares of NLM Common Stock and stockholders and warrantholders of NLM would own 650,000 shares of NLM Common Stock
on a fully-diluted basis (582,478 shares of Common Stock and warrants to acquire 17,504 shares of Common Stock); based on 97,635,482
shares of NLM Common Stock outstanding pre-Share Exchange on a fully-diluted basis (94,784,166 shares of Common Stock and warrants
to acquire 2,851,316 shares of Common Stock), this would require and result in a Reverse Split at a ratio of 1-for-150.20843. The
parties acknowledge that market conditions may dictate a Reverse Split ratio different than this (but in no event would any change
result in any ownership percentage other than 87% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned
by the Members and 13% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned by the existing stockholders
of NLM – the number of shares set forth opposite each Member’s name on Schedule A hereto assumes a Reverse Split
ratio of 1-for-161.8508 to occur prior to the Share Exchange with the proviso that the actual number of shares of NLM Common Stock
issued to the Members to be predicate on the ultimate Reverse Split ratio.


 






    


     


    

 


3. Section 2.2 of the Share Exchange Agreement  is amended
to read in full as follows:


 


Capitalization
of NLM. The authorized capital stock of NLM consists of one hundred million (100,000,000) shares of Common Stock, par
value $0.001, and ten million (10,000,000) shares of Preferred Stock. As of the date hereof, there are 94,784,166 shares of Common
Stock and no shares of Preferred Stock issued and outstanding, and outstanding warrants to purchase 2,851,316 shares of Common
Stock. As stated above, as of the date hereof, it is the intention of the parties that there be outstanding on a fully-diluted,
post-Share Exchange basis 5,000,000 shares of NLM Common Stock and that the Members would own an aggregate of 4,400,000 shares
of NLM Common Stock and stockholders and warrantholders of NLM would own 650,000 shares of NLM Common Stock on a fully-diluted
basis (582,478 shares of Common Stock and warrants to acquire 17,504 shares of Common Stock); based on 97,635,482 shares of NLM
Common Stock outstanding pre-Share Exchange on a fully-diluted basis (94,784,166 shares of Common Stock and warrants to acquire
2,851,316 shares of Common Stock), this would require and result in a Reverse Split at a ratio of 1-for-150.20843. The parties
acknowledge that market conditions may dictate a Reverse Split ratio different than this (but in no event would any change result
in any ownership percentage other than 87% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned by the
Members and 13% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned by the existing stockholders of
NLM.


 


4. Section 5.2 of the Share Exchange Agreement  is
amended to read in full as follows: 


 


IPO
Transaction. The Registration Statement shall have been declared effective by the SEC and the underwriters and MiT have
agreed to cause the initial public offering of NLM to become effective.


 


5. Section 6.6  of the Share Exchange Agreement  is
amended to read in full as follows: 


 


Reverse
Stock Split.   NLM shall have effected the Reverse Split such that there shall be no more than 650,000
shares of NLM Common Stock outstanding on a fully-diluted basis immediately prior to the Closing. Evidence of the Reverse
Split shall be delivered to MiT. As noted above, as of the date hereof, it is the intention of the parties that there be outstanding
on a fully-diluted, post-Share Exchange basis 5,000,000 shares of NLM Common Stock and that the Members would own an aggregate
of 4,350,000 shares of NLM Common Stock and stockholders and warrantholders of NLM would own 650,000 shares of NLM Common Stock
on a fully-diluted basis (582,478 shares of Common Stock and warrants to acquire 17,504 shares of Common Stock); based on 97,635,482
shares of NLM Common Stock outstanding pre-Share Exchange on a fully-diluted basis (94,784,166 shares of Common Stock and warrants
to acquire 2,851,316 shares of Common Stock), this would require and result in a Reverse Split at a ratio of 1-for-150.20843. The
parties acknowledge that market conditions may dictate a Reverse Split ratio different than this (but in no event would any change
result in any ownership percentage other than 87% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned
by the Members and 13% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned by the existing stockholders
of NLM.


 


6. All other terms and conditions of the Share Exchange
Agreement remain in full force and effect.


 


(Signature Page to follow)


 






    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	NLM HOLDING CO., INC.	 
	 	 
	/s/David H. Clarke	 
	Name: David H. Clarke	 
	Title: Chief Executive Officer	 




 


 


	MOVING IMAGE TECHNOLOGIES LLC	 
	 	 
	/s/ Glenn Sherman 	 
	Name: Glenn Sherman	 
	Title: Managing Member	 




 


	MEMBERS	 
	 	 
	Sound Management Investments LLC	 
	 	 
	 	 
	By:	/s/ Philip Rafnson	 
	Philip Rafnson, Manager	 
	 	 
	/s/ Joe Delgado	 
	Joe Delgado	 
	 	 
	/s/ Bevan Wright	 
	Bevan Wright	 
	 	 
	/s/ David Richards 	 
	David Richards	 
	 	 
	/s/ Jerry Vanderydt	 
	Jerry Vanderydt	 
	 	 
	/s/ Glenn Sherman 	 
	Glenn Sherman	 
	 	 
	 	 
	/s/ Tom Lipiec	 
	Tom Lipiec	 
	 	 
	 	 
	/s/ Frank Tees	 
	Frank Tees