Exhibit 4.5


 


AY
DEE KAY, LLC


 


Class
B Unit Purchase Agreement


 


This Class B Unit Purchase
Agreement (this “Agreement”) dated August 13, 2020 (the “Effective Date”)
is entered into by and between AY DEE KAY, LLC, a California limited liability company (the “Company”), and
Tom Schiller, an individual resident of CA (the “Service Provider”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Amended and Restated Limited
Liability Company Agreement of the Company dated June 22, 2018 (as the same may be amended or restated from time to time, the
“Operating Agreement”).


 


RECITALS


 


WHEREAS, the Company desires
to issue to the Service Provider Class B Units as Profits Interests (all of such Class B Units issued to the Service Provider are referred
to herein as the “Profits Units”); and


 


WHEREAS, it is a condition
precedent to the issuance of the Profits Units that the Profits Units be subject to restrictions as set forth in this Agreement and in
the Operating Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1. Issuance
of Ownership Interest.


 


(a) The
Company hereby issues to Service Provider, on the terms and conditions hereinafter set forth and set forth in the Operating Agreement,
75,000 Class B Units (as Profits Units) under the Operating Agreement as of the date hereof, subject to adjustment as set forth herein.


 


(b) Notwithstanding
anything herein or otherwise to the contrary, the Profits Units shall at all times remain subject to the terms and conditions of the
Operating Agreement.


 


2. Representations
and Warranties.


 


(a) In
connection with the issuance of the Profits Units hereunder, the Service Provider represents and warrants to the Company that:


 


(i) the
Service Provider has acquired the Profits Units for Service Provider for investment purposes only, and not with a view to any resale
or distribution of such Profits Units;


 


(ii) Service
Provider provides and has provided services to the Company and has, either alone or with his “purchaser representatives”
as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of his investment in the Company, and the Service Provider has such knowledge and experience
in business and financial matters and with respect to investments in securities of privately held companies so as to enable Service Provider
to understand and evaluate the risks and benefits of his investment in the Profits Units;


 




     


     


    

 


(iii) the
Service Provider has no need for liquidity in his investment in the Profits Units and is able to bear the economic risk of his investment
in the Profits Units for an indefinite period of time and has been advised and understands that such Profits Units have not been and
shall not be registered under the Securities Act or any applicable state securities laws and, therefore, cannot be resold unless such
Profits Units are registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration
are available;


 


(iv) the
Service Provider understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Service
Provider) promulgated under the Securities Act depends on satisfaction of various conditions and that, if applicable, Rule 144 may only
afford the basis for sales under certain circumstances and only in limited amounts;


 


(v) the
Service Provider has had an opportunity to ask questions and receive answers concerning the Company as he has requested; and


 


(vi) the
Service Provider understands that his ownership of the Profits Units will have tax consequences to the Service Provider, including, without
limitation, responsibility to pay taxes attributable to Company profits allocated to the Profits Units under the Operating Agreement;
and the Service Provider has had ample opportunity to discuss the foregoing matters with the Service Provider’s tax advisor.


 


(b) This
Agreement constitutes the legal, valid and binding obligation of Service Provider, enforceable in accordance with its terms, and the
execution, delivery and performance of this Agreement by Service Provider does not and will not conflict with, violate or cause a breach
of any agreement, contract or instrument to which Service Provider is a party or any judgment, order or decree to which Service Provider
is subject.


 


(c) As
an inducement to the Company to enter into this Agreement, the Service Provider acknowledges and agrees that:


 


(i) no
provision contained herein shall entitle the Service Provider to remain in the employment of the Company or any of its Subsidiaries or
Affiliates, or affect the right of the Company to terminate the Service Provider’s employment at any time for any reason; and


 


(ii) except
as may be provided in the Operating Agreement, the Profits Units shall have no right to vote on any matters submitted to a vote of the
Members of the Company.


 


3. Vesting
of Ownership Interest.


 


(a) All
seventy-five thousand (75,000) of the Profits Units covered by this Agreement initially shall be unvested and subject to forfeiture.
Vesting shall occur as follows.


 


(i) Twenty-six
thousand (26,000) of such Profits Units shall vest according to the following schedule, in each case provided that Service Provider’s
continuous Service has not terminated prior to such date: twenty-five percent (25%) of the Profits Units shall vest on the first anniversary
of the Vesting Commencement Date. Thereafter, the remaining seventy-five percent (75%) of the Profits Units shall vest in thirty-six
(36) equal monthly installments following the first anniversary of the Vesting Commencement Date, so that all Profits Units shall be
vested, provided that Service Provider’s continuous Service has not terminated prior to such date, as of the fourth anniversary
of the Vesting Commencement Date. For the purposes of this Agreement the “Vesting Commencement Date” shall
be October 28, 2019.


 


(ii) Six
thousand (6,000) of such Profits Units shall immediately vest upon the completion of a capital raise in the amount of at least $50,000,000
with a minimum pre-money valuation of $350,000,000 as determined in the financing round; and


 




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(iii) Six
thousand (6,000) of such Profits Units shall immediately vest upon the Company’s achievement of at least $50,000,000 in trailing
twelve-month revenue; and


 


(iv)
Twelve thousand (12,000) of such Profits Units shall immediately vest upon the Company’s achievement of at least $150,000,000
in trailing twelve-month revenue; and


 


(v) Twenty-five
thousand (25,000) of such Profits Units shall immediately vest in the event the Company consummates a Change of Control or a firm commitment
underwritten public offering pursuant to a registration statement under the Securities Act.


 


(b) Notwithstanding
the foregoing provisions of this Section 3(a), one hundred percent (100%) of the Profits Units held by Service Provider that have
not yet vested shall immediately vest in the event that (i) the Company consummates a Change of Control prior to termination of Service
Provider’s continuous Service and (ii) Service Provider’s continuous Service is terminated following such Change of Control
by the Company without Cause or Service Provider resigns employment (or terminates the applicable service provider contract or arrangement)
following such Change of Control for Good Reason. For purposes of this Agreement, resignation by Service Provider of Service Provider’s
employment for “Good Reason” shall mean Service Provider’s voluntary resignation in writing within ninety
(90) days after the occurrence of one of the following conditions, provided Service Provider gives the Company written notice of the
condition within thirty (30) days after the condition comes into existence and the Company fails to remedy the condition within thirty
(30) days after first receiving Service Provider’s written notice: (i) a material diminution in Service Provider’s salary,
authority, duties, responsibilities, or other compensation (provided that in the event of a Change of Control, a diminution in Service
Provider’s authority, duties, or responsibilities with respect to the post-Change of Control Company as a whole shall not constitute
Good Reason unless Service Provider’s authority, duties, or responsibilities are materially diminished with respect to the business
of the pre-Change of Control Company within the post-Change of Control Company); or (ii) a change of more than 50 miles in the geographic
location of Service Provider’s primary worksite.


 


(c) Service
Provider acknowledges that he shall be entitled to distributions under the Operating Agreement in respect of the Profits Units (whether
or not vested) only at such times and in such circumstances as set forth in the Operating Agreement.


 


4. Certain
Definitions; Forfeiture. 


 


(a) As
used in this Agreement, the following terms have the following meanings:


 


(i) “Board”
means the Board of Directors of the Company.


 


(ii) For
purposes of this Agreement, “Cause” shall mean: (1) Service Provider’s repeated failure, in the
reasonable judgment of the Company’s Board, President or Chief Executive Officer, to substantially perform his or her assigned
duties or responsibilities as an Service Provider (as defined in Section 4(a)) as directed or assigned by the Company’s
Board, President or Chief Executive Officer (other than a failure resulting from the Service Provider’s Disability) after written
notice thereof from the Company’s Board, President or Chief Executive Officer to the Service Provider describing in reasonable
detail the Service Provider’s failure to perform such duties or responsibilities and his failure to remedy same within 30 days
of receiving written notice; (2) the Service Provider engaging in knowing and intentional illegal conduct that was, is, or is reasonably
likely to become materially injurious to the Company or its affiliates; (3) the Service Provider’s violation of a federal
or state law or regulation directly or indirectly applicable to the business of the Company or its affiliates, which violation was or
is reasonably likely to be or become injurious to the Company or its affiliates; (4) the Service Provider’s material breach
of the terms of any confidentiality agreement or invention assignment agreement between the Service Provider and the Company (or any
affiliate of the Company); or (5) the Service Provider being convicted of, or entering a plea of nolo contendere to, a felony
or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the
Company or its affiliates.


 




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(iii) “Change
of Control” means either: (1) the acquisition of the Company by another entity by means of any transaction or series of
related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any
such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s members immediately
prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions,
at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities
for the purposes of raising additional funds shall not constitute a Change of Control hereunder); or (2) a sale of all or substantially
all of the assets of the Company.


 


(iv) “Consultant”
means an individual who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor.


 


(v) “Disability”
means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less
than six (6) months. The Company may require such proof of Disability as the Company in its sole discretion deems appropriate and the
Company’s good faith determination as to whether a Disability exists will be final and binding on Service Provider.


 


(vi) “Officer”
means an officer of the Company.


 


(vii) “Parent”
means any entity (other than the Company) in an unbroken chain of entities ending with the Company, if each of the entities other
than the Company owns equity interests possessing 50% or more of the total combined voting power of all classes of equity interests in
one of the other entities in such chain.


 


(viii) “Service”
means service as an Officer, Employee or Consultant.


 


(ix) “Subsidiary”
means any entity (other than the Company) in an unbroken chain of entities beginning with the Company, if each of the entities
other than the last entity in the unbroken chain owns equity interests possessing 50% or more of the total combined voting power of all
classes of equity interests in one of the other entities in such chain.


 


(x) “Unvested
Interest” means that portion of the Profits Units held by Service Provider that has not yet vested.


 


(xi) “Vested
Interest” means that portion of the Profits Units held by Service Provider that has vested.


 


(b) Forfeiture.
In the event of the voluntary or involuntary termination of Service Provider’s continuous Service for any or no reason, including,
without limitation, by reason of Service Provider’s death or Disability, the Unvested Interest shall, upon the date of such termination,
be immediately forfeited. Any Unvested Interest that is forfeited shall be cancelled by the Company and shall no longer be outstanding
unless and until it is reissued by the Company.


 




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(c) Adjustments.
If from time to time during the term of this Agreement there is any change affecting the Company’s outstanding Class B Units as
a class that is effected through merger, consolidation, reorganization, reincorporation, reclassification, in-kind dividend, or equity
dividend in property via a split, liquidating dividend, combination of shares, change in the structure (any such change or event, an
“Adjustment Event”), then any and all new, substituted or additional securities or other property to which
Service Provider is entitled by reason of Service Provider’s ownership of the Unvested Interest shall be immediately subject to
this Agreement (including the vesting provisions hereof) and be included in the definition of “Unvested Interest” for all
purposes hereof.


 


(d) Change
of Records. As security for Service Provider’s faithful performance of the terms of this Agreement, Service Provider agrees
that, effective immediately, the Company shall be entitled to make such changes or notations on its books and records (including, without
limitation, the capital accounts records for Service Provider and any other members of the Company) as may be necessary or appropriate
to reflect and give effect to the forfeiture of all or any portion of the Unvested Interest as provided herein. In this capacity, the
Company shall have no liability to Service Provider and may rely upon any letter, notice or other document executed by any signature
purported to be genuine.


 


5. Repurchase
Option Upon Termination.


 


(a) Repurchase
Option. In the event of the voluntary or involuntary termination of Service Provider’s continuous Service for any or no reason,
including, without limitation, by reason of Service Provider’s death or Disability, the Company shall, from such time (as determined
by the Company in its discretion), have the right, but not the obligation (the “Repurchase Option”), for a
period of 180 days from the date of termination of Service Provider’s continuous Service, to repurchase any portion of or all of
the Vested Interest at a price per Profits Unit equal to the fair market value of a single Profits Unit determined as of the date of
termination of Service Provider’s continuous Service, as determined in good faith by the Company’s Board (the “Repurchase
Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Service Provider or,
in the event of the Service Provider’s death, the Service Provider’s executor and, at the Company’s option,
(i) by delivering to the Service Provider or the Service Provider’s executor a check in the amount of the aggregate Repurchase
Price, or (ii) by canceling an amount of the Service Provider’s indebtedness to the Company equal to the aggregate Repurchase
Price, or (iii) by delivering a subordinated unsecured promissory note with principal amount equal to the applicable portion of
the Repurchase Price (a “Note”); or (iv) by a combination of (i), (ii) and (iii) such that the combined payment,
cancellation of indebtedness and principal amount of unsecured promissory note equals the aggregate Repurchase Price. The Note will be
in a form determined by the Board, will bear interest at the minimum statutory rate to avoid OID income and may be payable in up to 60
equal monthly installments, or any more accelerated payment schedule, as determined by the Board in its sole discretion. Upon delivery
of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Vested
Interest being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Profits Units being repurchased by the Company.


 


(b) Assignability.
The Company in its sole discretion but with approval of the Board may assign all or part of the Repurchase Option to one or more
Service Providers (as defined in Section 4(a)), Officers, directors, members or stockholders of the Company or other persons or
organizations, provided that the consideration payable to Service Provider in the event, but only to the extent that, the Repurchase
Option is assigned shall consist solely of cash, check or cancellation of indebtedness or a combination thereof.


 




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6. Additional
Restrictions on Transfer


 


(a) No
portion of the Profits Units, nor any beneficial interest therein, shall be sold, transferred, encumbered or otherwise disposed of in
any way (whether by operation of law or otherwise) by Service Provider or any subsequent transferee, other than in compliance with the
provisions of the Operating Agreement and the provisions hereof. The Company shall not be required to (i) transfer on its books any of
the Profits Units that has been sold or otherwise transferred (or purported to have been sold or otherwise transferred) in violation
of any provisions of the Operating Agreement or the provisions hereof or (ii) treat as owner of such Profits Units, or accord the right
to vote or pay dividends or make distribution to, any purchaser or other transferee to whom such Profits Units shall have been so transferred
(or purported to have been transferred).


 


(b) Notwithstanding
the provisions of Section 7.3 of the Operating Agreement or otherwise, no portion of the Profits Units, nor any beneficial interest
therein, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by Service
Provider or any subsequent transferee, other than with the prior written consent of the Board, which consent may be granted or withheld
in the sole discretion of the Board. In the event of any Transfer (as defined in the Operating Agreement), or purported Transfer, in
connection with the death or divorce of Service Provider or any subsequent transferee, that is not approved by the Board consistent with
the foregoing provisions of this Section 6, the Company shall, from such time (as determined by the Company in its discretion),
have the right, but not the obligation (the “Transfer Repurchase Option”), for a period of 180 days from the
date the Board is notified of the Transfer or purported Transfer, to repurchase any portion of or all of the Profits Units subject to
such Transfer at a price per such Profits Unit equal to the fair market value of a single Profits Unit determined as of the date of the
Transfer or purported Transfer, as determined in good faith by the Company’s Board taking into account the provisions of Section
5 above (the “Transfer Repurchase Price”). The Transfer Repurchase Option shall be exercised by the Company
by delivering written notice to the holder or purported holder of the transferred Profits Units, in the event of such holder’s
death, such holders’ executor and, at the Company’s option, (i) by delivering to the holder or the holder’s
executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the holder’s indebtedness
to the Company equal to the aggregate Transfer Repurchase Price, or (iii) by delivering a subordinated unsecured promissory note
with principal amount equal to the applicable portion of the Transfer Repurchase Price (a “Transfer Repurchase Note”);
or (iv) by a combination of (i), (ii) and (iii) such that the combined payment, cancellation of indebtedness and principal amount of
unsecured promissory note equals the aggregate Transfer Repurchase Price. The Transfer Repurchase Note will be in a form determined by
the Board, will bear interest at the minimum statutory rate to avoid OID income and may be payable in up to 60 equal monthly installments,
or any more accelerated payment schedule, as determined by the Board in its sole discretion. Upon delivery of such notice and the payment
of the aggregate Transfer Repurchase Price, the Company shall become the legal and beneficial owner of the Profits Units being repurchased
and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name
the number of Profits Units being repurchased by the Company. The Company in its sole discretion may assign all or part of the Transfer
Repurchase Option to one or more Service Providers (as defined in Section 4(a)), Officers, directors, members or stockholders
of the Company or other persons or organizations, provided that the consideration payable to the holder in the event, but only to the
extent that, the Transfer Repurchase Option is assigned shall consist solely of cash, check or cancellation of indebtedness or a combination
thereof.


 




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7. Certain
Tax Matters. Service Provider has reviewed with Service Provider’s own tax advisors the federal,
state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Service Provider is
relying solely on such advisors and not on any statements or representations of the Company or any of its members, officers, directors
or agents. Service Provider understands that Service Provider (and not the Company) shall be responsible for any tax liability that may
arise as a result of the transactions contemplated by this Agreement. Service Provider understands that Section 83(a) of the Internal
Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income the
difference between the amount paid for the Profits Units and the fair market value of the Profits Units as of the date any restrictions
on the Profits Units lapse. In this context, “restriction” includes the vesting/forfeiture provisions set forth herein (the
“Forfeiture Provisions”). Service Provider understands that Service Provider
may elect to be taxed at the time the Profits Units is purchased, rather than when and as the Forfeiture Provisions expire, by filing
an election under Section 83(b) of the Code (an “83(b) Election”) with the
Internal Revenue Service within thirty (30) days from the date of purchase. Even if the fair market value of the Profits Units at the
time of the execution of this Agreement equals the amount paid for the Profits Units, the 83(b) Election must be made to avoid income
under Section 83(a) in the future. Service Provider understands that failure to file such an 83(b) Election in a timely manner may result
in adverse tax consequences for Service Provider. Service Provider further understands that an additional copy of such 83(b) Election
is required to be filed with his/her federal income tax return for the calendar year in which the date of this Agreement falls. Notwithstanding
the foregoing, Service Provider acknowledges and understands that it is Service Provider’s sole decision, obligation, and responsibility
to timely file such 83(b) Election, and neither the Company nor the Company’s legal or financial advisors shall have any obligation
or responsibility with respect to such filing nor shall the Company or the Company’s legal or financial advisors have any obligation
or responsibility with respect to Service Provider’s decision to make or not make an 83(b) election. Service
Provider acknowledges that the foregoing is only a summary of certain matters with respect to the Profits Units, and does not purport
to be complete. Service Provider further acknowledges that the Company has directed Service Provider to seek independent advice regarding
the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Service Provider may
reside, and the tax consequences of Service Provider’s death. Service Provider assumes
all responsibility for filing (or electing not to file) an 83(b) Election and paying all taxes resulting from such election or the lapse
of the restrictions on the Profits Units.


 


8. General
Provisions.


 


(a) Severability.
If any term or provision of this Agreement or the application thereof to any person or circumstances shall be held invalid or unenforceable,
the remaining terms and provisions hereof and the application of such term or provision to Persons or circumstances other than those
to which it is held invalid or unenforceable shall not be affected thereby.


 




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(b) Entire
Agreement. This Agreement and the Operating Agreement (and any other documents specifically referenced herein or therein) constitute
the entire agreement between the parties with respect to the subject matter hereof and supersede any agreement or understanding entered
into as of a date prior to the date hereof between the parties with respect to such subject matter. This
Agreement revokes, supersedes and voids any prior equity or profits interests compensation arrangements or any similar arrangements or
agreements of any kind with respect to Service Provider, including without limitation, options, equity grants, equity and/or profits
interests, phantom plans and phantom shares, whether oral or written, and whether described as stock options, restricted stock grant,
percentage of profits or otherwise. Service Provider agrees that by signing this Agreement, Service Provider waives, releases and forfeits
any rights, claims, remuneration, compensation or benefits under any such pre-existing equity or profits interests compensation arrangement
to which Service Provider is, was or may have been entitled.


 


(c) Counterparts.
This Agreement may be executed in counterparts, including facsimile, PDF, and other electronic counterparts, each one of which shall
be deemed an original and all of which together shall constitute one and the same Agreement.


 


(d) Successors
and Assigns. Except as otherwise provided herein, all of the terms and provisions of this Agreement shall inure to the benefit of
and be binding upon each of the parties hereto and their respective successors and assigns; provided, however, that the rights
and obligations of Service Provider under this Agreement shall not be assignable without the prior written consent of the Company.


 


(e) Governing
Law. This Agreement, and any matter or dispute arising out of or related to this Agreement, shall be construed by, subject to and
governed in accordance with the internal laws of the State of California without giving effect to conflict of laws or other principles
which may result in the application of laws other than the internal laws of the State of California.


 


(f) Arbitration.
Any controversy, claim or dispute arising out of or related to this Agreement or the interpretation, performance, or breach hereof, shall
be resolved according to the arbitration provisions set forth in Section 10.13 of the Operating Agreement, including the provisions relating
to recovery of reasonable attorneys’ fees, costs, and expenses.


 


(g) Remedies
and Waivers. No delay or omission on the part of either party to this Agreement in exercising any right, power or remedy provided
by law or provided hereunder shall impair such right, power or remedy or operate as a waiver thereof. The single or partial exercise
of any right, power or remedy provided by law or provided hereunder shall not preclude any other or further exercise of any other right,
power or remedy. The rights, powers and remedies provided hereunder are cumulative and are not exclusive of any rights, powers and remedies
provided by law.


 


(h) Amendment
and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Service
Provider, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of
such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof. Any amendment or
waiver so effected shall be binding upon the parties hereto and their respective successors and assigns.


 




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(i) Notices.
Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via facsimile, mailed
by first class mail (postage prepaid and return receipt requested), sent by confirmed e-mail transmission, or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below indicated or in the Company’s records or at such other
address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices
will be deemed to have been given hereunder and received when delivered personally, on the day when received if transmitted via facsimile
or e-mail during regular business hours of the recipient on a regular business day of recipient (and otherwise effective on the next
business day), five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.


 


(j) Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive the
consummation of the transactions contemplated hereby and the termination of this Agreement indefinitely.


 


(k) Independent
Counsel. The parties acknowledge that this Agreement has been prepared on behalf of the Company by VLP Law Group LLP,
counsel to the Company, and that VLP Law Group LLP does not represent, and is not acting
on behalf of, any other person or party, including Service Provider. Each party hereto has been provided with an opportunity to consult
with counsel, tax and financial advisors and accountants of its or his own choosing with respect to this Agreement and all related matters.


 


(l) Construction;
Headings. Whenever the feminine, masculine, neuter, singular or plural shall be used in this Agreement, such construction shall be
given to such words or phrases as shall impart to this Agreement a construction consistent with the interest of the parties entering
into this Agreement. As used herein (i) “or” means “and/or” and (ii) “including” or “include”
means “including, without limitation.” The headings and captions herein are inserted for convenience of reference only and
are not intended to govern, limit or aid in the construction of any term or provision hereof. It is the intention of the parties that
every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or
against any party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being
understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent
their interests and to otherwise negotiate the provisions of this Agreement.


 


(m) At-Will
Service Relationship. Service Provider acknowledges and agrees that the vesting of the Profits Units pursuant to this Agreement is
earned only by, among other things, continuing Service as a service provider at will (and not through the act of being hired or purchasing
the Profits Units hereunder). Service Provider further acknowledges and agrees that this Agreement, the transactions contemplated hereunder
and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider
for the vesting period, or for any period at all, and shall not interfere with Service Provider’s right or the Company’s
right to terminate Service Provider’s relationship with the Company at any time, with or without cause or notice, or for any or
no reason.


 


(Signature Page Follows)


 




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


 


	 	COMPANY:
	 	 	 
	 	AY DEE KAY, LLC
	 	 	 
	 	By:	      
	 	Name: 	Donald McClymont
	 	Title:	Chief Executive Officer
	 	 	 
	 	SERVICE PROVIDER:
	 	 
	 	[_______________________]
	 	 
	 	 
	 	 
	 	[______________________]
	 	 
	 	Address: 	                                                                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	Email:	                                         


 




     


     


    

 


EXHIBIT A


 


SPOUSAL CONSENT


 


I, ____________________, spouse of ______________________,
have read and approve of the foregoing Class B Unit Purchase Agreement, dated as of ___________________ ___, 2020, together with
all exhibits and attachments thereto (collectively, the “Agreement”), by and between my spouse and AY DEE KAY,
LLC, a California limited liability company (the “Company”). In consideration of the Company’s granting
of the right to ______________________ to acquire ___________________ Class B Units of the Company as set forth in the
Agreement, I hereby appoint ______________________ as my attorney-in-fact in respect to the exercise or waiver of any rights under
the Agreement, and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws of the State of California, or under similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the foregoing Agreement.


 


Dated: ___________________ ___, 2020


 


	 	“Spouse of Service Provider”
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)