Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT 


 


This COMMON STOCK PURCHASE AGREEMENT is made and entered into
as of August 16, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability
company (the “Investor”), and SoundHound AI, Inc., a Delaware corporation (the “Company”).


 


RECITALS 


 


WHEREAS, the parties desire that, upon the terms and subject
to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein,
and the Investor shall purchase from the Company, up to the lesser of (i) 25,000,000 of newly issued shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap (to the extent applicable
under Section 3.3);


 


WHEREAS, such sales of Common Stock by the Company to the Investor
will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or
Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”), and upon
such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances
and sales of Common Stock by the Company to the Investor to be made hereunder;


 


WHEREAS, the parties hereto are concurrently entering into a
Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”),
pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement),
upon the terms and subject to the conditions set forth therein;


 


WHEREAS, in consideration for the Investor’s execution
and delivery of this Agreement, the Company shall issue the Upfront Commitment Fee to the Investor, by transfer of the Commitment Shares,
on the Commencement Date, pursuant to and in accordance with Section 10.1(ii); and


 


WHEREAS, the Company acknowledges that the Investor is an Affiliate
of the Cantor Fitzgerald group of entities, and its Affiliate, Cantor Fitzgerald & Co. (“CF&CO”), is
acting as Investor’s representative in connection with the transactions contemplated hereby.


 


NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


Capitalized terms used in this Agreement shall have the meanings ascribed
to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.


 






     


     


    

 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section
2.1. Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment
Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the
Investor shall purchase from the Company, up to the lesser of (i) 25,000,000 (the “Total Commitment”) of duly
authorized, validly issued, fully paid and non-assessable shares of Common Stock (as appropriately adjusted to reflect any stock split,
stock dividend or other change in the shares of Common Stock which may be made by the Company after the date of this Agreement) and (ii)
the Exchange Cap, to the extent applicable under Section 3.3 (such lesser amount of shares of Common Stock, the “Aggregate
Limit”), by the delivery to the Investor of VWAP Purchase Notices as provided in Article III.


 


Section
2.2. Closing Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)
upon the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties
hereto and thereto. In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon
the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company, at its sole option and discretion,
may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the
Shares in respect of each VWAP Purchase (as defined below). The delivery of Shares in respect of each VWAP Purchase, and the payment for
such Shares, shall occur in accordance with Section 3.2, provided that all of the conditions precedent in Article VII shall have
been fulfilled at the applicable times set forth in Article VII.


 


Section
2.3. Initial Public Announcements and Required Filings. The Company shall, within the time period required by
the Exchange Act, file with the Commission a Current Report on Form 8-K disclosing the execution of this Agreement and the Registration
Rights Agreement by the Company and the Investor and describing the material terms thereof, including, without limitation, terms and conditions
for delivery of the Commitment Shares deliverable by the Company to the Investor in accordance with Section 10.1(ii), and attaching as
exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Current
Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current
Report prior to filing the Current Report with the Commission and shall give due consideration to all such comments. From and after the
filing of the Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered
to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction
Documents. The Company shall use its reasonable best efforts to prepare and, as soon as practicable, file with the Commission the Initial
Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable Securities in accordance
with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the second (2nd) Trading
Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective
amendment thereto), the Company shall use its reasonable best efforts to file with the Commission in accordance with Rule 424(b) under
the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective
amendment thereto).


 






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ARTICLE III

PURCHASE TERMS


 


Subject to the satisfaction of the conditions set forth in Article
VII, the parties agree as follows:


 


Section
3.1. VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement”
and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time
thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the
obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice, in substantially the form attached
hereto as Exhibit D, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase Date,
to purchase a number of Shares equal to the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP Purchase Maximum
Amount, at the applicable VWAP Purchase Price therefor on such VWAP Purchase Date in accordance with this Agreement (each such purchase,
a “VWAP Purchase”). In addition, the Investor may, in its sole discretion, accept a VWAP Purchase Notice after
9:00 a.m., New York City time, on a VWAP Purchase Date, provided that such acceptance, once provided, shall be irrevocable and binding
and the Company’s obligation to deliver the Shares that are the subject of such VWAP Purchase Notice shall be binding; provided
that, if the Investor does not accept a VWAP Purchase Notice that is delivered after 9:00 a.m., New York City time, such VWAP Purchase
Notice shall be deemed to be null and void. The Investor may also, in its sole discretion, accept additional VWAP Purchase Notices within
a Trading Day, in which case any prior VWAP Purchase Notice accepted by the Investor in such Trading Day shall be null, void, superseded
and replaced in its entirety by such subsequent VWAP Purchase Notice. The Company may timely deliver a VWAP Purchase Notice to the Investor
as often as every Trading Day (and may deliver multiple VWAP Purchase Notices in any given day, it being understood that a subsequent
VWAP Purchase Notice will supersede and replace all earlier VWAP Purchase Notices delivered within the same Trading Day in their entirety),
so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Trading Day is not less than the
Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases theretofore required to have been received by the Investor as
DWAC Shares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. The Investor is
obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the
satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to
purchase a number of Shares that is in excess of the applicable VWAP Purchase Maximum Amount, such VWAP Purchase Notice shall be void
ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such
applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such Excess Shares in respect of such VWAP
Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum
Amount in such VWAP Purchase. Notwithstanding anything in this paragraph to the contrary, in the case where the Sale Price falls below
the Threshold Price during a Trading Day, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of
the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase Date the Sale Price is not below the Threshold
Price and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the
VWAP Purchase Date the Sale Price is not below the Threshold Price. Each VWAP Purchase Notice must include a VWAP Purchase Share Estimate.
Each VWAP Purchase Notice must be accompanied by irrevocable instructions to the Company’s Transfer Agent to immediately issue and
deliver to the Investor an amount of Common Stock equal to the VWAP Purchase Share Estimate. In no event shall the Investor purchase (or
be deemed to have purchased), pursuant to any VWAP Purchase, a number of Shares constituting the applicable VWAP Purchase Share Amount
that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however,
the Investor will promptly instruct the Transfer Agent to return to the Company any Shares issued pursuant to the VWAP Purchase Share
Estimate that exceeds the number of Shares constituting the applicable VWAP Purchase Share Amount the Investor actually purchases in connection
with such VWAP Purchase (such amount, the “Excess Shares”). Alternatively, if the Transfer Agent does not return
the Excess Shares to the Company on the VWAP Purchase Date in accordance with the Investor’s instructions, or if otherwise instructed
in writing by the Company, Investor may retain such Excess Shares (provided Investor will not be deemed to have purchased such Excess
Shares), and such Excess Shares will be deemed pre-delivered Shares that will reduce the number of Shares required to be delivered by
the Company in accordance with this section on the next VWAP Purchase Date in connection with the next VWAP Purchase Notice. At or prior
to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company a written
confirmation for such VWAP Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor in such VWAP
Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by
the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor
during the Post-Effective Amendment Period.


 






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Section
3.2. Settlement. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the
product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase and (ii) the applicable VWAP Purchase Price
for such Shares (the “VWAP Purchase Amount”), as full payment for such Shares purchased by the Investor in such
VWAP Purchase, via wire transfer of immediately available funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading
Day following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received,
as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Share Delivery Date in accordance
with the first sentence of this Section 3.2. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return
the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail for any reason to deliver to the Investor, as DWAC Shares,
any Shares purchased by the Investor in a VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Day immediately following
the date of the applicable VWAP Purchase Share Notice (the “Share Delivery Deadline”) for such VWAP Purchase,
and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase
Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within one (1) Trading Day after the Investor’s request,
either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s
obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall
terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in
an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement
for all of the Shares purchased by the Investor in such VWAP Purchase; provided, however, that the Investor agrees to use its commercially
reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing
price per share of Common Stock then available. The Company shall not issue any fraction of a share of Common Stock to the Investor in
connection with any VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of a
share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments
to be made by the Investor pursuant to this Agreement shall be made by wire transfer of immediately available funds to such account as
the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement.


 


Section
3.3. Compliance with Rules of Principal Market.


 


(i) Exchange Cap. The Company
shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares
of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock
that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 39,365,804 shares of Common Stock
(representing 19.99% of the voting power or number of shares of Common Stock, issued and outstanding immediately prior to the execution
of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued
or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement
under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless the
Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance
with the applicable rules of the Principal Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request
its stockholders to approve the issuance of Common Stock pursuant to this Agreement; provided, that if such stockholder approval
is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all
times during the term of this Agreement.


 


(ii) General. The Company
shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or sale would reasonably be expected to
result in (a) a violation of the Securities Act or (b) a breach of the rules of the Principal Market. The provisions of this Section 3.3
shall not be implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3 unless necessary to ensure
compliance with the Securities Act and the applicable rules of the Principal Market.


 


Section
3.4. Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which,
when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor
and its Affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
the next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of shares
of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required under
this Section 3.4 and the application of this Section 3.4. The Investor’s written certification to the Company of the applicability
of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the
applicability thereof and such result absent manifest error. The provisions of this Section 3.4 shall not be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3.4 unless necessary to properly give effect to the limitations
contained in this Section 3.4.


 






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ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The Investor hereby makes the following representations, warranties
and covenants to the Company:


 


Section
4.1. Organization and Standing of the Investor. The Investor is a limited liability company duly formed, validly
existing and in good standing under the laws of the State of Delaware.


 


Section
4.2. Authorization and Power. The Investor has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Shares in accordance
with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and
no further consent or authorization of the Investor or its sole member is required. Each of this Agreement and the Registration Rights
Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation of the Investor enforceable
against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).


 


Section
4.3. No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration
Rights Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result
in a violation of such Investor’s applicable organizational instruments, (ii) conflict with, constitute a default (or an event which,
with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration
or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Investor is a party or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, or
regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties
or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any
material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights
Agreement. The Investor is not required under any applicable federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with
the terms hereof, other than as may be required by the Financial Industry Regulatory Authority Inc. (“FINRA”);
provided, however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon
the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company
in the Transaction Documents to which it is a party.


 


Section
4.4. Investment Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and
not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act
or any applicable state securities laws; provided, however, that by making the representations herein, the Investor does
not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right
to dispose of the Shares at any time in accordance with, or pursuant to, a registration statement filed pursuant to the Registration Rights
Agreement or an applicable exemption under the Securities Act. The Investor is acquiring the Shares hereunder in the ordinary course of
its business.


 


Section
4.5. Accredited Investor Status. The Investor is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D.


 


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


 






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Section
4.7. Information. All materials relating to the business, financial condition, management and operations
of the Company and materials relating to the offer and sale of the Shares which have been requested by the Investor have been furnished
or otherwise made available to the Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands
that its investment in the Shares involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the
Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of a proposed investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive
answers from representatives of the Company concerning the financial condition and business of the Company and other matters relating
to an investment in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors,
if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s
right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the
transaction contemplated hereby (including without limitation the opinions of the Company’s counsel delivered pursuant to this Agreement
and the Registration Rights Agreement). The Investor has sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision with respect to its acquisition of the Shares. The Investor understands that it (and not the Company)
shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this
Agreement.


 


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


 


Section
4.9. No General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.


 


Section
4.10. Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. During the Investment
Period, the Investor will not acquire for its own account any shares of Common Stock or securities exercisable for or convertible into
shares of Common Stock, other than pursuant to this Agreement; provided, however, that nothing in this Agreement shall prohibit
or be deemed to prohibit the Investor from purchasing, in an open market transaction or otherwise, shares of Common Stock necessary to
make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company
in connection with the settlement of a VWAP Purchase if the Company or its Transfer Agent shall have failed for any reason (other than
a failure of Investor or its Broker-Dealer (as defined below) to set up a DWAC and required instructions) to electronically transfer all
of the Shares subject to such VWAP Purchase to the Investor prior to the applicable Share Delivery Deadline by crediting the Investor’s
or its designated Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section 3.2 of this Agreement.
For the avoidance of doubt, the foregoing restriction does not apply to any Affiliate of the Investor, provided that any such purchases
do not cause the Investor to violate any applicable Exchange Act requirement, including Regulation M.


 


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


 


Section
4.12. Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter”
and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required
by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.


 


Section
4.13. Resales of Shares. The Investor will resell such Shares only pursuant to the Registration Statement in
which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution”
in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations.


 


Section
4.14. Residency. The Investor is a resident of the State of Delaware.


 






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ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


The Company hereby makes the following representations, warranties
and covenants to the Investor:


 


Section
5.1. Organization, Good Standing and Power. The Company and each of its Subsidiaries are duly organized, validly
existing and in good standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries
are duly licensed or qualified as a foreign corporation (or other entity, if applicable) for transaction of business and in good standing
under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective
businesses requires such license or qualification, and have all entity power and authority necessary to own or hold their respective properties
and to conduct their respective businesses as described in the Commission Documents, except where the failure to be so qualified or in
good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably
be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial
or otherwise), stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or
materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).


 


Section
5.2. Subsidiaries. The subsidiaries set forth on Schedule 1 (collectively, the “Subsidiaries”),
are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).
Except as set forth in the Commission Documents, the Company owns, directly or indirectly, all of the equity interests of the Subsidiaries
free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests
of the Subsidiaries are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. No Subsidiary is
currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s
capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such
Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.


 


Section
5.3. Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and
perform its obligations under each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the
terms hereof and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in
connection with any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of
any VWAP Purchase Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is
a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization of the Company, its Board of Directors or its stockholders is required. Each
of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general
application (including any limitation of equitable remedies).


 


Section
5.4. Capitalization. The authorized capital stock of the Company and the shares thereof issued and outstanding
were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Commission Documents, this Agreement
and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale
of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to
preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which
the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the
Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to,
and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except
as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein.
The Company has filed with the Commission true and correct copies of the Company’s Amended and Restated Certificate of Incorporation
as in effect on the Closing Date (the “Charter”), and the Company’s Amended and Restated Bylaws as in effect on the
Closing Date (the “Bylaws”).


 






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Section
5.5. Issuance of Shares. The Commitment Shares have been and the Shares to be issued under this Agreement have
been, or with respect to Shares to be purchased by the Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery
to the Investor hereunder of such VWAP Purchase Notice, duly and validly authorized by all necessary corporate action on the part of the
Company. The Commitment Shares, when issued to the Investor in accordance with this Agreement, and the Shares, if and when issued and
sold against payment therefor in accordance with this Agreement, shall be validly issued and outstanding, fully paid and non-assessable
and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other
encumbrances with respect to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Common Stock.
At or prior to Commencement, the Company shall have duly authorized and reserved a number of shares of Common Stock equal to the Exchange
Cap for issuance and sale as Shares to the Investor pursuant to VWAP Purchases that may be effected by the Company, in its sole discretion,
from time to time from and after the Commencement Date, pursuant to this Agreement.


 


Section
5.6. No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents
to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i)
result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or constitute a material default (or
an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination,
amendment, acceleration or cancellation of, any Material Contract to which the Company or any of its Subsidiaries is a party or is bound,
(iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to
the Company or any of its Subsidiaries (including federal and state securities laws and regulations and the rules and regulations of the
Principal Market), except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration,
cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect or that have been waived. Except as specifically contemplated by this Agreement or the Registration Rights
Agreement and as required under the Securities Act, any applicable state securities laws and applicable rules of the Principal Market,
the Company is not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under the Transaction Documents to which it is a party, or to issue the Shares to the Investor in accordance with the terms hereof and
thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing
Date); except where the failure to obtain or make such consents or to make such filings or notifications, would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect or that have been waived, provided, however,
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations
and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement
and the Registration Rights Agreement.


 


Section
5.7. Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial
Reporting; Accountants.


 


(i) Since March 15, 2021, the Company
has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all filings required
to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act, including those required
to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of this Agreement,
no Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other
document with the Commission. As of its filing date (or, if amended or superseded by a filing prior to the Closing Date, on the date of
such amended or superseded filing), each Commission Document filed with or furnished to the Commission prior to the Closing Date complied
in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and
local laws, rules and regulations applicable to it, and, as of its filing date. Each Registration Statement, on the date it becomes effective
and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation,
Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty
shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information
relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus
and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing
Date, when taken together, on its date and on each VWAP Purchase Date shall comply in all material respects with the requirements of the
Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements
in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to
the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The statistical, demographic
and market-related data included in the Registration Statement and Prospectus are based on or derived from sources that the Company believes
to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such
sources. Each Commission Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus
included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Closing Date and incorporated
by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus
Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation,
the Current Report), when such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective,
as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable,
and other federal, state and local laws, rules and regulations applicable to it. The Company has delivered or made available to the Investor
via EDGAR or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the
Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written
responses of the Company thereto in the form such responses were filed via EDGAR. There are no outstanding or unresolved comments or undertakings
in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.


 






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(ii) The consolidated financial statements
of the Company included or incorporated by reference in the Commission Documents, together with the related notes and schedules, present
fairly, in all material respects, the consolidated financial position of the Company and its then consolidated subsidiaries as of the
dates indicated, and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its
then consolidated subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments
which will not be material, either individually or in the aggregate) and have been prepared in compliance with the published requirements
of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United
States (“GAAP”) applied on a consistent basis. The summary consolidated financial data included or incorporated
by reference in the Commission Documents present fairly the information shown therein and have been compiled on a basis consistent with
that of the financial statements included or incorporated by reference in the Commission Documents, as of and at the dates indicated.
The pro forma condensed combined financial statements and the pro forma combined financial statements and any other pro forma financial
statements or data included or incorporated by reference in the Commission Documents comply with the requirements of Regulation S-X of
the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial
statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred
to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and
data. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the
Commission Documents that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have any
material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest
entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission Documents
which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference in the Commission
Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent
applicable. The interactive data in eXtensible Business Reporting Language included in the Commission Documents fairly presents the information
called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 


(iii) Armanino LLP (such firm, or a successor
independent registered public accounting firm for the Company, the “Accountant”), whose report on the consolidated
financial statements of the Company as of and for the years ended December 31, 2021 and 2020 included in the Company’s S-4 registration
statement filed with the Commission on March 25, 2022, are and, during the periods covered by their report, were an independent public
accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board
(United States). To the Company’s Knowledge, the Accountant is not in violation of the auditor independence requirements of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.


 


(iv) There is and has been no failure
on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material
respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal
executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each
former principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the
Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer”
shall have the meanings given to such terms in the Sarbanes-Oxley Act.


 


Section
5.8. No Material Adverse Effect; Absence of Certain Changes. Subsequent to the respective dates as of which information
is given in the Commission Documents (including any document deemed incorporated by reference therein), there has not been (i) any Material
Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect, (ii)
any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent
(including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries
taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of the Company or any of its Subsidiaries
or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than
in each case above in the ordinary course of business or as otherwise disclosed in the Commission Documents (including any document deemed
incorporated by reference therein). The Company and its Subsidiaries have conducted their respective businesses in the ordinary course
of business consistent with past practice in all material respects.


 


Section
5.9. No Material Defaults. Neither the Company nor any of its Subsidiaries has defaulted on any installment on
indebtedness for borrowed money, which defaults would, individually or in the aggregate, have a Material Adverse Effect. The Company has
not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act indicating that it (i) has failed to pay any dividend or sinking
fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money, which defaults would,
individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is (i) in violation
of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse
of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in
any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or
to which any of the property or assets of the Company or any of its Subsidiaries are subject; or (iii) in violation of any law or
statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of each of clauses (ii) and (iii)
above, for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.


 






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Section
5.10. No Preferential Rights. Except as set forth in the Commission Documents, (i) no Person, has the right,
contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or
other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale,
or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of
any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial
advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or
otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other
securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated
thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby
or otherwise.


 


Section
5.11. Material Contracts. Neither the Company nor any of its Subsidiaries is in material breach of or
default in any respect under the terms of any Material Contract and, to the Knowledge of the Company, no other party to any Material Contract
is in material breach of or default under the terms of any Company Material Contract. Each Material Contract is a valid and binding obligation
of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, is a valid and binding obligation
of each other party thereto. The Company has not received any written notice of the intention of any other party to a Material Contract
to terminate for default, convenience or otherwise, or not renew, any Material Contract.


 


Section
5.12. Solvency. The Company has not taken any steps, and does not currently expect to take any steps, to seek
protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors,
nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any
law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.


 


Section
5.13. Real Property; Intellectual Property.


 


(i) Except as set forth in the Commission
Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them and
good and valid title to all personal property described in the Commission Documents as being owned by them, in each case free and clear
of all liens, encumbrances and claims, except those matters that (a) do not materially interfere with the use made and proposed to be
made of such property by the Company and any of its Subsidiaries or (b) would not, individually or in the aggregate, have a Material Adverse
Effect. Any real or personal property described in the Commission Documents as being leased by the Company and any of its Subsidiaries
is held by them under valid, existing and enforceable leases, except those that (1) do not materially interfere with the use made or proposed
to be made of such property by the Company or any of its Subsidiaries or (2) would not be reasonably expected, individually or in the
aggregate, to have a Material Adverse Effect.


 


(ii) Except as disclosed in the Commission
Documents, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent
applications, trade and service marks, trade and service mark registrations, trade names, copyrights, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license
or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse
Effect. ¶(ii)Except as disclosed in the Commission Documents (a) to the Company’s Knowledge, there are no rights of third parties
to any such Intellectual Property owned by the Company and its Subsidiaries(except under agreements entered into in the ordinary course
of business); (b) to the Company’s Knowledge, there is no infringement by third parties of any such Intellectual Property; (c) there
is no pending action, suitor proceeding by others against the Company and its Subsidiaries before any governmental authority challenging
the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property(other than relating to prosecution of Intellectual
Property), action, suitor proceeding; (d) there is no pending action, suitor proceeding by others against the Company and its Subsidiaries
before any governmental authority challenging the validity of any such Intellectual Property(other than relating to prosecution of Intellectual
Property); (e) there is no pending action, suitor proceeding by others against the Company and its Subsidiaries before any governmental
authority that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other
proprietary rights of others; and(f) to the Company’s Knowledge, there is no third-party U.S. patent or published U.S. patent application
which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) is pending against any patent or patent
application described in the Commission Documents as being owned by to the Company, except, in the case of any of clauses (a)-(f) above,
as would not, individually or in the aggregate, result in a Material Adverse Effect. ¶(iii)The Company and its Subsidiaries takes
commercially reasonable efforts to maintain the confidentiality of all material trade secrets and other material confidential information
owned by Company and its Subsidiaries and any confidential information owned by any Person to whom the Company or any of its Subsidiaries
has a written confidentiality obligation, except for as would not, individually or in the aggregate, result in a Material Adverse Effect.


 






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Section
5.14. Actions Pending. Except as set forth in the Commission Documents, there are no actions, suits or proceedings
by or before any Governmental Authority pending, nor, to the Company’s Knowledge, any audits or investigations by or before any
Governmental Authority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries
is the subject that would, individually or in the aggregate, have a Material Adverse Effect; and (i) there are no current or pending
audits or investigations, actions, suits or proceedings by or before any Governmental Authority that are required under the Securities
Act to be described in the Commission Documents that are not so described; and (ii) there are no contracts or other documents that
are required under the Securities Act to be filed as exhibits to the Commission Documents that are not so filed.


 


Section
5.15. Compliance with Law. The Company and each of its Subsidiaries are in compliance with all applicable laws,
regulations and statutes; the Company has not received a notice of non-compliance with any such laws, regulations and statutes by which
it or any of its properties, assets, employees, business or operations are or were bound or to which they were subject, except for any
non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect or that have been waived.


 


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


 


Section
5.17. Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute
material, nonpublic information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated
by the Transaction Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting
resales of Shares under the Registration Statement.


 


Section
5.18. Market Capitalization. As of the date hereof, the aggregate market value of the outstanding voting
and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than Affiliates of the Company
(pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled
by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to $592.79 million
(calculated by multiplying (i) the highest price at which the common equity of the Company closed on the Principal Market within 60 days
of the date of this Agreement times (ii) the number of Non-Affiliate Shares).


 


Section
5.19. Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register
as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly
through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member”
(within the meaning set forth in the FINRA Manual).


 


Section
5.20. Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions, including receipts and expenditures, are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) its policies and procedures provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets, including the comparison of the recorded accountability
for assets with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences and (v) its
books and records accurately reflect its assets. The Company’s internal control over financial reporting is effective and the Company
is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Commission Documents).
Since the date of the latest audited financial statements of the Company included in the Commission Documents, there has been no change
in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting (other than as set forth in the Commission Documents). The Company has established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms, and designed such disclosure controls and procedures
to ensure that material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others
within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form
10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s
disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of the Form 10-K for the fiscal year
most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal
year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date,
there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation
S-K under the Securities Act) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s
internal controls.


 






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Section
5.21. Permits. Except as disclosed in the Commission Documents, the Company and each Subsidiary possess such
valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct their respective businesses except for any failure to obtain such certificates, authorizations or permits would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or that have been waived, and, neither
the Company nor any Subsidiary has received, or has any reason to believe that it will receive, any notice of proceedings relating to
the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, if the subject of an unfavorable
decision, ruling or finding, would, individually or in the aggregate, have a Material Adverse Effect.


 


Section
5.22. Environmental Compliance. Except as set forth in the Commission Documents, the Company and its Subsidiaries
(i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Commission
Documents; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal
or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or
(iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not,
individually or in the aggregate, have a Material Adverse Effect.


 


Section
5.23. No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor any director, officer, or
employee of the Company or any Subsidiary nor, to the Company’s Knowledge, any agent, Affiliate or employee of the Company or any
Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to
disclose any contribution in violation of applicable law) or made any contribution or other payment to any official of, or candidate for,
any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any
applicable law or of the character required to be disclosed in the Commission Documents; (ii) no relationship, direct or indirect,
exists between or among the Company or any Subsidiary or any Affiliate of any of them, on the one hand, and the directors, officers and
stockholders of the Company or any Subsidiary, on the other hand, that is required by the Securities Act to be described in the Commission
Documents that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary
or any Affiliate of them, on the one hand, and the directors, officers, or stockholders of the Company or any Subsidiary, on the other
hand, that is required by the rules of FINRA to be described in the Commission Documents that is not so described; (iv) except as
described in the Commission Documents, there are no material outstanding loans or advances or material guarantees of indebtedness by the
Company or any Subsidiary to or for the benefit of any of their respective officers or directors or any of the members of the families
of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to
influence unlawfully (a) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s
level or type of business with the Company or any Subsidiary or (b) a trade journalist or publication to write or publish favorable
information about the Company or any Subsidiary or any of their respective products or services; and (vi) neither the Company nor any
Subsidiary nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s Knowledge, any agent, Affiliate
or other person acting on behalf of the Company or any Subsidiary has (a) violated or is in violation of any applicable provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption
Laws”), (b) promised, offered, provided, attempted to provide or authorized the provision of anything of value, directly
or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or
securing any improper advantage; or (c) made any payment of funds of the Company or any Subsidiary or received or retained any funds in
violation of any Anti-Corruption Laws.


 


Section
5.24. Operations. 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, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental
Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental
Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of
the Company, threatened.


 






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Section
5.25. Off Balance Sheet Arrangements. There are no transactions, arrangements or other relationships between
or among the Company, or any of its Affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special
purpose or limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect materially
the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactions
described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of
Operations (Release Nos. 33 8056; 34 45321; FR 61), required to be described in the Commission Documents which have not been described
as required.


 


Section
5.26. Transactions With Affiliates. No relationship, direct or indirect, exists between or among the Company
or any of its Subsidiaries on the one hand, and the directors, officers, trustees, managers, stockholders, partners, customers or suppliers
of the Company or any of the Subsidiaries on the other hand, which would be required by the Securities Act or the Exchange Act to be disclosed
in the Commission Documents, which is not so disclosed.


 


Section
5.27. Labor Disputes. None of the Company nor any of its Subsidiaries is bound by or subject to any collective
bargaining or similar agreement with any labor union. The Company and its Subsidiaries have complied with all employment laws applicable
to employees of the Company and its Subsidiaries, except where non-compliance with any such employment laws would not have a Material
Adverse Effect. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the Knowledge
of the Company, is threatened which would have a Material Adverse Effect.


 


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


 


Section
5.29. Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions
contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the
Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed
pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


Section
5.30. Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds
thereof by the Company as described in the Commission Documents will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.


 


Section
5.31. Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns
which have been required to be filed and paid all taxes shown thereon, to the extent that such taxes have become due and are not being
contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed
in or contemplated by the Commission Documents, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries
which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no Knowledge of any federal,
state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would
have a Material Adverse Effect.


 


Section
5.32. ERISA. Except for noncompliance which would not have a Material Adverse Effect, (i) to the Knowledge of
the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its
Subsidiaries for current employees of the Company and any of its Subsidiaries has been maintained in material compliance with its terms
and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue
Code of 1986, as amended (the “Code”); and (ii)no prohibited transaction, within the meaning of Section 406 of ERISA or Section
4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions
effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412
of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred,
whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.


 






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Section
5.33. Stock Transfer Taxes. All stock transfer or other taxes (other than income taxes) which are required to
be paid in connection with the sale and transfer of the Shares to be sold hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with.


 


Section
5.34. Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts
and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their business
and as is customary for companies engaged in similar businesses in similar industries.


 


Section
5.35. Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants
made herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt
from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided,
however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations,
warranties and covenants of Investor set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to or
for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will
not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities
be subject to stop transfer instructions.


 


Section
5.36. No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates,
nor 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.


 


Section
5.37. No Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person
acting on 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 require registration of the issuance of any of the Shares under the Securities Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Shares to require approval of stockholders of the Company under any applicable
stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market. None of the Company,
its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence
that would require registration of the issuance of any of the Shares under the Securities Act or cause the offering of any of the Shares
to be integrated with other offerings.


 


Section
5.38. Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution
to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges
that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery
to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following
the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership
interests of other stockholders of the Company.


 


Section
5.39. Manipulation of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to
the Knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended
to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in,
or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security
of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during the term
of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement, take
any of the actions referred to in the immediately preceding sentence.


 






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Section
5.40. Listing and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section
12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission
is contemplating terminating such registration. The Company has not received notice from the Principal Market to the effect that the Company
is not in compliance with the listing or maintenance requirements of the Principal Market. The Common Stock is eligible for participation
in the DTC book entry system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal
at Custodian (“DWAC”) delivery system. The Company has not received notice from DTC to the effect that a suspension
of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect
to the Common Stock is being imposed or is contemplated.


 


Section
5.41. OFAC. Neither the Company nor any of its Subsidiaries (collectively, the “Entity”),
nor any director, officer, employee, agent, Affiliate or representative of the Company, is a Person that is, or is owned or controlled
by a Person that is (i) the subject of any sanctions administered or enforced by the Office of Foreign Asset Control (“OFAC”),
the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including,
without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions
Evaders List or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized
or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including,
without limitation, the Crimea region of Ukraine, Russia, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic, Cuba, Iran, North Korea, Sudan and Syria (the “Sanctioned Countries”)). The Entity will not, directly
or indirectly, use the proceeds from the sale of Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or
territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other
manner that will result in a violation of Sanctions by any Person (including any Person participating in the transactions contemplated
by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, the Entity has not engaged in, and
is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or
transaction is or was the subject of Sanctions or was a Sanctioned Country.


 


Section
5.42. Information Technology; Compliance with Data Privacy Laws.


 


(i) The information technology assets and equipment,
computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company and its Subsidiaries
(collectively, “IT Systems”) are adequate for the operation of the business of the Company as currently conducted,
except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries use commercially
reasonable efforts to implement and maintain commercially reasonable controls, policies, procedures, or safeguards designed to maintain
and protect their material confidential information and the security of IT Systems, including “Personal Data” (defined below)
within their possession and control (“Confidential Data”) used in connection with their businesses, except as
would not, individually or in the aggregate, result in a Material Adverse Effect. “Personal Data” means (a) a natural person’s
name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s
license number, passport number, credit card number, bank information, or customer or account number; (b) any information which would
qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (c) “personal data”
as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679)to the extent GDPR
is applicable to the Company’s business; (d) any information which would qualify as “protected health information” under
the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical
Health Act (collectively, “HIPAA”); (e) any “personal information” as defined by the California
Consumer Privacy Act (“CCPA”) to the extent CCPA is applicable to the Company’s business; and (f) any
other piece of information that identifies of such natural person or his or her family. In the past two (2) years, there have been no
breaches, violations, outages or unauthorized uses of or accesses to Confidential Data, except for those that have been remedied in all
material respects or would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries
are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court
or arbitrator or governmental or regulatory authority relating to the privacy and security of IT Systems, Confidential Data, and Personal
Data and to the protection of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or
modification, except for such noncompliance that would not, individually or in the aggregate, result in a Material Adverse Effect.


 


(ii) The Company and its Subsidiaries are in material
compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA
and the GDPR (collectively, the “Privacy Laws”), except for such noncompliance that would not, individually
or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries: (a) has received written notice
of a pending claim alleging any actual or potential violation of, any of the Privacy Laws by the Company or its Subsidiaries; or (b) is
a party to any order or decree issued by a governmental authority that imposes any outstanding obligation of the Company or its Subsidiaries
under any Privacy Law; except, in the case of any of clauses (a)-(b) above, as would not, individually or in the aggregate, result in
a Material Adverse Effect.


 






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Section
5.43. Acknowledgement Regarding Relationship with Investor and CF&CO.


 


(i) The Company acknowledges and agrees, to the fullest
extent permitted by law, that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement
and the transactions contemplated by the Transaction Documents, and CF&CO is acting as a representative of the Investor in connection
with the transactions contemplated by the Transaction Documents, and of no other party, including the Company. The Company further acknowledges
that while the Investor will be deemed to be a statutory “underwriter” with respect to certain of the transactions contemplated
by the Transaction Documents in accordance with interpretive positions of the Staff of the Commission, the Investor is a “trader”
that is not required to register with the Commission as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934. The
Company further acknowledges that the Investor and its representatives are not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice
given by the Investor or any of its representatives (including CF&CO) or agents in connection therewith is merely incidental to the
Investor’s acquisition of the Shares. The Company and Investor understand and acknowledge that employees of CF&CO may discuss
market color, VWAP Purchase Notice timing and parameter considerations and other related capital markets considerations with the Company
in connection with the Transaction Documents and the transactions contemplated thereby, in all cases on behalf of the Investor. The Company
acknowledges and agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions
contemplated by the Transaction Documents other than those specifically set forth in Article IV.


 


Section
5.44. Acknowledgement Regarding Investor’s Affiliate Relationships. Affiliates of the Investor, including
CF&CO, engage in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers
and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset
management, custody, clearance and securities lending. In the course of their respective business, Affiliates of the Investor may, directly
or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities
or bank debt of, or derivative products relating to, the Company. Any such position will be created, and maintained, independently of
the position the Investor takes in the Company. In addition, at any given time Affiliates of the Investor, including CF&CO, may have
been or in the future may be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters
unrelated to the transactions contemplated by the Transaction Documents, and Affiliates of the Investor, including CF&CO may have
or may in the future provide investment banking or other services to the Company in matters unrelated to the transactions contemplated
by the Transaction Documents. Activities of any of the Investor’s Affiliates performed on behalf of the Company may give rise to
actual or apparent conflicts of interest given the Investor’s potentially competing interests with those of the Company. The Company
expressly acknowledges the benefits it receives from the Investor’s participation in the transactions contemplated by the Transaction
Documents, on the one hand, and the Investor’s Affiliates’ activities, if any, on behalf of the Company unrelated to the transactions
contemplated by the Transaction Documents, on the other hand, and understands the conflict or potential conflict of interest that may
arise in this regard, and has consulted with such independent advisors as it deems appropriate in order to understand and assess the risks
associated with these potential conflicts of interest. Consistent with applicable legal and regulatory requirements, applicable Affiliates
of the Investor have adopted policies and procedures to establish and maintain the independence of their research departments and personnel
from their investment banking groups and the Investor. As a result, research analysts employed by Affiliates of the Investor may hold
views, make statements or investment recommendations or publish research reports with respect to the Company or the transactions contemplated
by the Transaction Documents that differ from the views of the Investor.


 


Section
5.45. Emerging Growth Company Status. From the time of the initial filing of the Company’s first registration
statement with the Commission, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the
Securities Act.


 


ARTICLE VI

ADDITIONAL COVENANTS


 


The Company covenants with the Investor, and the Investor covenants
with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Investment Period (and with
respect to the Company, for the period following the termination of this Agreement specified in Section 8.3 pursuant to and in accordance
with Section 8.3):


 


Section
6.1. Securities Compliance. The Company shall notify the Commission and the Principal Market, if and as applicable,
in accordance with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take
all necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid
issuance of the Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.


 






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Section
6.2. Reservation of Common Stock. The Company has available and the Company shall reserve and keep available
at all times, free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares
of Common Stock to enable the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered
in respect of each VWAP Purchase effected under this Agreement, at least prior to the delivery by the Company to the Investor of the applicable
VWAP Purchase Notice in connection with such VWAP Purchase. Without limiting the generality of the foregoing, as of the Commencement Date
the Company shall have reserved, out of its authorized and unissued Common Stock, a number of shares of Common Stock equal to the Exchange
Cap solely for the purpose of effecting VWAP Purchases under this Agreement. The number of shares of Common Stock so reserved for the
purpose of effecting VWAP Purchases under this Agreement may be increased from time to time by the Company from and after the Commencement
Date, and such number of reserved shares may be reduced from and after the Commencement Date only by the number of Shares actually issued,
sold and delivered to the Investor pursuant to any VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement.


 


Section
6.3. Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common
Stock to continue to be registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting
and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities
Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under
the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue
the listing and trading of its Common Stock and the listing of the Shares purchased by the Investor hereunder on the Principal Market
and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal Market.
The Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock
on the Principal Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock
on the Principal Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the
Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on
another Principal Market.


 


Section
6.4. Compliance with Laws.


 


(i) During the Investment Period, the
Company shall comply with applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, applicable
state securities or “Blue Sky” laws, and applicable listing rules of the Principal Market, in connection with the transactions
contemplated by this Agreement and the Registration Rights Agreement, except as would not, individually or in the aggregate, prohibit
or otherwise interfere with the ability of the Company to enter into and perform its obligations under this Agreement in any material
respect or for the Investor to conduct resales of Shares under the Registration Statement in any material respect.


 


(ii) The Investor shall comply with all
laws, rules, regulations and orders applicable to the performance by it of its obligations under this Agreement and its investment in
the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Investor to
enter into and perform its obligations under this Agreement in any material respect. Without limiting the foregoing, the Investor shall
comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, and all applicable
state securities or “Blue Sky” laws, in connection with the transactions contemplated by this Agreement and the Registration
Rights Agreement.


 


Section
6.5. Keeping of Records and Books of Account; Due Diligence. 


 


(i) The Investor and the Company shall
each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit and the dates and VWAP Purchase Share Amount
for each VWAP Purchase.


 


(ii) Subject to the requirements of Section
6.12, from time to time from and after the Closing Date, the Company shall make available for inspection and review by the Investor during
normal business hours and after reasonable notice, customary documentation reasonably requested by the Investor and/or its appointed counsel
or advisors to conduct due diligence.


 


Section
6.6. No Frustration; No Variable Rate Transactions. 


 


(i) No Frustration. The
Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which
the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations
under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver the Shares
to the Investor in respect of a VWAP Purchase not later than the Share Delivery Deadline. For the avoidance of doubt, nothing in this
Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in
all cases to Section 8.3).


 






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(ii) No Variable Rate Transactions.
The Company shall not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock
or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an
Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such
issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without
any bond or other security being required.


 


Section
6.7. Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence
of the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to
prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section
6.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases
to Section 8.3).


 


Section
6.8. Fundamental Transaction. If a VWAP Purchase Notice has been delivered to the Investor and the transactions
contemplated therein have not yet been fully settled in accordance with the terms and conditions of this Agreement, the Company shall
not effect any Fundamental Transaction until the expiration of five (5) Trading Days following the date of full settlement thereof and
the issuance to the Investor of all of the Shares issuable pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates.


 


Section
6.9. Selling Restrictions. 


 


(i) Except as expressly set forth below,
the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination
of this Agreement as provided in Article VIII (the “Restricted Period”), none of the Investor or any entity
managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred
to herein as a “Restricted Person”) shall, directly or indirectly, (a) engage in any Short Sales of the Common
Stock or (b) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses
(a) and (b) hereof, for the principal account of the Investor or any Restricted Person. Notwithstanding the foregoing, it is expressly
understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any
Restricted Person during the Restricted Period from: (x) selling “long” (as defined under Rule 200 promulgated under Regulation
SHO) the Shares; or (y) selling a number of shares of Common Stock equal to the number of Shares that such Restricted Person is unconditionally
obligated to purchase under a pending VWAP Purchase Notice but has not yet received from the Company or the Transfer Agent pursuant to
this Agreement, so long as (1) such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to
such VWAP Purchase Notice to the purchaser thereof or the applicable Broker-Dealer promptly upon such Restricted Person’s receipt
of such Shares from the Company in accordance with Section 3.2 of this Agreement and (2) neither the Company nor the Transfer Agent shall
have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor
as DWAC Shares prior to the applicable Share Delivery Deadline in accordance with Section 3.2 of this Agreement.


 


(ii) In addition to the foregoing, in
connection with any sale of Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with
all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange
Act.


 


Section
6.10. Effective Registration Statement. During the Investment Period, the Company shall use its commercially
reasonable efforts to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement
filed with the Commission under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration
Rights Agreement.


 


Section
6.11. Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain
an exemption for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request
of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue
Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.


 






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Section
6.12. Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors,
officers, employees or agents shall disclose any material non-public information about the Company to the Investor during any VWAP Purchase
Period, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event
of a breach of the foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees
and agents (as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice
of such breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed
to demonstrate to the Investor within twenty-four (24) hours that such information does not constitute material, non-public information
or the Company shall have failed to publicly disclose such material, non-public information within 24 hours following demand therefor
by the Investor, in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any
Shares at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure
with the Company’s prior written consent (not to be unreasonably withheld or delayed), in the form of a press release, public advertisement
or otherwise, of such material, non-public information; provided, that prior to making any such public disclosure, the Investor shall
consult with the Company and provide the Company with an opportunity to review and comment on such proposed disclosure. The Investor shall
not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders
or agents, for any such disclosure.


 


Section
6.13. Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the
Shares that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom)
shall be a DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide
the Company and the Transfer Agent with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor
shall be solely responsible for all fees and commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees
and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.


 


Section
6.14. Disclosure Schedule. 


 


(i) The Company may, from time to time,
update a disclosure schedule (the “Disclosure Schedule”) as may be required to satisfy the conditions set forth
in Section 7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i)
as of a specific VWAP Purchase Condition Satisfaction Time). For purposes of this Section 6.14, any disclosure made in a schedule to the
Compliance Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary,
no update to the Disclosure Schedule pursuant to this Section 6.14 shall cure any breach of a representation or warranty of the Company
contained in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect
thereto.


 


(ii) Notwithstanding anything to the contrary
contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure
Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedule as though fully
set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any
item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed
by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative
characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material”
or “Material Adverse Effect” or other similar terms in this Agreement.


 


Section
6.15. Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three
(3) Trading Days immediately following each time the Company files (i) an annual report on Form 10-K under the Exchange Act (including
any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (ii) a quarterly
report on Form 10-Q under the Exchange Act; (iii) a current report on Form 8-K containing amended financial information (other than information
“furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating
to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards
No. 144) under the Exchange Act; or (iv) the Initial Registration Statement, any New Registration Statement, or any supplement or post-effective
amendment thereto, and in any case, not more than once per calendar quarter (each, a “Representation Date”),
the Company shall (a) deliver to the Investor a Compliance Certificate in the form attached hereto as Exhibit C, dated such date,
(b) cause to be furnished to the Investor (1) an opinion from outside counsel to the Company and (2) a negative assurance letter from
outside counsel to the Company, in each case substantially in the form mutually agreed to by the Company and the Investor prior to the
Closing Date (each such opinion, a “Bring-Down Opinion”) and (c) cause to be furnished to the Investor a comfort
letter from the Accountant (in the case of a post-effective amendment, only if such amendment contains amended or new financial information),
modified, as necessary, to address such new financial information or relate to such Registration Statement or post-effective amendment,
or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (a “Bring-Down
Comfort Letter”); provided, however, that no Bring-Down Comfort Letter shall be required of any Accountant whose
report on the consolidated financial statements of the Company is no longer incorporated in any such Registration Statement or the Prospectus
contained therein (as amended or supplemented by any such Prospectus Supplement). The requirement to provide the documents identified
in clauses (a), (b) and (c) of this Section 6.15 shall be waived for any Representation Date if the Company has given notice to the Investor
in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of
such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone
(confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth
in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until
the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered
a Representation Date) and the next occurring Representation Date (which also shall be waived if a Suspension is then in effect). Notwithstanding
the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension
was in effect and did not provide the Investor with the documents identified in clauses (a), (b) and (c) of this Section 6.15, then before
the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (a), (b)
and (c) of this Section 6.15, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.


 






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ARTICLE VII

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES


 


Section
7.1. [Reserved]


 


Section
7.2. Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices
under this Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under
this Agreement, are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.


 


(i) Issuance of Upfront Commitment
Fee. On or prior to the Commencement Date, the Company shall have issued the Commitment Shares to an account designated by the
Investor on or prior to the date hereof, the Upfront Commitment Fee in accordance with Section 10.1(ii), all of which Upfront Commitment
Fee shall be fully earned and non-refundable as of the Closing Date, regardless of whether any VWAP Purchases are made or settled hereunder
or any subsequent termination of this Agreement.


 


(ii) Accuracy of the Company’s
Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not
qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of the Commencement Date with the same force and effect as if made
on such date, except to the extent such representations and warranties are as of another date, in which case, such representations and
warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement
Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another
date, in which case, such representations and warranties shall be true and correct as of such other date.


 


(iii) Performance of the Company.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the
Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially in the form
attached hereto as Exhibit C (the “Compliance Certificate”).


 


(iv) Initial Registration Statement
Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities included therein
required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement shall have become
effective under the Securities Act, and the Investor shall be permitted to utilize the Prospectus therein to resell all of the Commitment
Shares and the Shares included in such Prospectus.


 


(v) No Material Notices.
None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other federal
or state governmental authority for any additional information relating to the Initial Registration Statement, the Prospectus contained
therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement, the Prospectus
contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of
the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification
of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;
(c) the objection of FINRA to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event
or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement,
the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes
to the statements then made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto
in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then
made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances under which they were made)
not misleading, or which requires an amendment to the Initial Registration Statement or a supplement to the Prospectus contained therein
or any Prospectus Supplement thereto to comply with the Securities Act or any other law. The Company shall have no Knowledge of any event
that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement
or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement thereto in connection with
the resale of the Registrable Securities by the Investor.


 






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(vi) Other Commission Filings.
The Current Report shall have been filed with the Commission as required pursuant to Section 2.3. The final Prospectus included in the
Initial Registration Statement shall have been filed with the Commission prior to Commencement in accordance with Section 2.3 and the
Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required
to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior to Commencement shall have been filed with the Commission.


 


(vii) No Suspension of Trading in
or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by the Commission, the Principal
Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated
prior to the Commencement Date), the Company shall not have received any final and non-appealable notice that the listing or quotation
of the Common Stock on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the Common Stock
is listed or quoted on any Alternative Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional
deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the
Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated
(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose
any such suspension or restriction).


 


(viii) Compliance with Laws.
The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection
with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation
of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications
required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Shares by the Company to the
Investor and the subsequent resale of the Registrable Securities by the Investor (or shall have the availability of exemptions therefrom).


 


(ix) No Injunction. No statute,
regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court
or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any
of the transactions contemplated by the Transaction Documents.


 


(x) No Proceedings or Litigation.
No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced, and no inquiry or
investigation by any governmental authority shall have been commenced, against the Company or any Subsidiary, or any of the officers,
directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the
Transaction Documents, or seeking material damages in connection with such transactions.


 


(xi) Listing of Shares.
All of the Shares that have been and may be issued pursuant to this Agreement shall have been approved for listing or quotation on the
Principal Market as of the Commencement Date, subject only to notice of issuance.


 


(xii) No Material Adverse Effect.
No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have occurred and be continuing.


 


(xiii) No Bankruptcy Proceedings.
No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Company
shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry of
an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantially
all of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not have
entered an order or decree under any Bankruptcy Law that (1) is for relief against the Company in an involuntary case, (2) appoints a
Custodian of the Company or for all or substantially all of its property or (3) orders the liquidation of the Company or any of its Subsidiaries.


 






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(xiv) Delivery of Commencement Irrevocable
Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable Transfer Agent Instructions shall have been
executed by the Company and delivered to and acknowledged in writing by the Company’s Transfer Agent, and the Notice of Effectiveness
(as defined below) relating to the Initial Registration Statement shall have been executed by the Company’s outside counsel and
delivered to the Transfer Agent, in each case directing the Transfer Agent to issue to the Investor or its designated Broker-Dealer all
of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this Agreement and the Registration Rights
Agreement.


 


(xv) Reservation of Shares.
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock a number of shares of Common
Stock equal to the Exchange Cap solely for the purpose of effecting VWAP Purchases under this Agreement.


 


(xvi) Opinions and Negative Assurance
of Company Counsel. On the Commencement Date, the Investor shall have received the opinions and negative assurances from outside
counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the Commencement
Date.


 


(xvii) Comfort Letter of Accountant.
On the Commencement Date, the Investor shall have received from the Accountant a letter dated the Commencement Date addressed to the
Investor, in form and substance reasonably satisfactory to the Investor with respect to the audited and unaudited financial statements
and certain financial information contained in the Registration Statement and the Prospectus, and any Prospectus Supplement, except that
the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the Commencement
Date.


 


(xviii) Research. Neither
the Investor nor any Affiliate of the Investor shall have, in the prior thirty (30) days, published or distributed any research report
(as such term is defined in Rule 500 of Regulation AC) concerning the Company.


 


(xix) Qualified Independent Underwriter.
If the Investor reasonably determines that a Qualified Independent Underwriter must participate in the transactions contemplated by the
Transaction Documents in order for such transactions to be in full compliance with FINRA’s rules, the Company and the Investor shall
have executed such documentation as may reasonably be required to engage a Qualified Independent Underwriter to participate in such transactions.


 


(xx) Completion of Due Diligence.
The Investor shall have completed a due diligence review of the Company satisfactory to the Investor.


 


Section
7.3. Conditions Precedent to VWAP Purchases after Commencement Date. The right of the Company to deliver VWAP
Purchase Notices under this Agreement after the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices
under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section
7.3 at the applicable VWAP Purchase Commencement Time for the VWAP Purchase to be effected pursuant to the applicable VWAP Purchase Notice
timely delivered by the Company to the Investor in accordance with this Agreement (each such time, a “VWAP Purchase Condition
Satisfaction Time”).


 


(i) Satisfaction of Certain Prior
Conditions. Each of the conditions set forth in subsections (i), (ii), (viii) through (xv), (xviii) and (xvix) set forth in Section
7.2 shall be satisfied at the applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date (with the terms “Commencement”
and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 7.2 replaced with “applicable
VWAP Purchase Condition Satisfaction Time”); provided, however, that the Company shall not be required to deliver
the Compliance Certificate after the Commencement Date, except as provided in Section 6.15 and Section 7.3(v).


 






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(ii) Initial Registration Statement
Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities included therein
filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement, and any post-effective amendment
thereto required to be filed by the Company with the Commission after the Commencement Date and prior to the applicable VWAP Purchase
Date pursuant to the Registration Rights Agreement, in each case shall have become effective under the Securities Act and shall remain
effective for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus
Supplement thereto, to resell all of the Commitment Shares and the Shares included in the Initial Registration Statement, and any post-effective
amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company
to the Investor prior to such applicable VWAP Purchase Date and all of the Shares included in the Initial Registration Statement, and
any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the
Investor with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date.


 


(iii) Any Required New Registration
Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable Securities included
therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant to the Registration
Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, in each case shall have become effective
under the Securities Act and shall remain effective for the applicable Registration Period, and the Investor shall be permitted to utilize
the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all of the Commitment Shares and the Shares included in such
New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant
to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable VWAP Purchase Date and (b) all of the Shares
included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP
Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP
Purchase Date.


 


(iv) Delivery of Subsequent Irrevocable
Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment to the Initial Registration
Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement, in each case becoming effective
after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable instructions
in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged
in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration
Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein
as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.


 


(v) No Material Notices.
None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other federal
or state governmental authority for any additional information relating to the Initial Registration Statement or any post-effective amendment
thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or
any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement or any post-effective amendment
thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or
any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration
Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing
or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering
or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (c) the objection of FINRA
to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any
condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement or any post-effective
amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing
or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in
the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment
thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required
by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus
or any Prospectus Supplement, in the light of the circumstances under which they were made) not misleading, or which requires an amendment
to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment
thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act or
any other law (other than the transactions contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investor
with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date and the settlement thereof). The Company
shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness
of the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment
thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement
thereto in connection with the resale of the Registrable Securities by the Investor.


 






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(vi) Other Commission Filings.
The final Prospectus included in any post-effective amendment to the Initial Registration Statement, and any Prospectus Supplement thereto,
required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement
Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 2.3 and the
Registration Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto,
and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration
Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission
in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information
and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange
Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement
Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission.


 


(vii) No Suspension of Trading in
or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by the Commission, the Principal
Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated
prior to the applicable VWAP Purchase Date), the Company shall not have received any final and non-appealable notice that the listing
or quotation of the Common Stock on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the
Common Stock is listed or quoted on any Alternative Market), nor shall there have been imposed any suspension of, or restriction on, accepting
additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing,
the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated
(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose
any such suspension or restriction).


 


(viii) Certain Limitations.
The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not (a) exceed the applicable VWAP
Purchase Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, or (c) cause the Exchange
Cap (to the extent applicable under Section 3.3) to be exceeded, unless in the case of this clause (c), unless the Company’s stockholders
have theretofore approved the issuance of Common Stock under this Agreement in excess of the Exchange Cap in accordance with the applicable
rules of the Principal Market.


 


(ix) Shares Authorized and Delivered.
All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been duly authorized by all necessary corporate
action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have been received by the Investor as DWAC Shares
under this Agreement prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase shall have been
delivered to the Investor as DWAC Shares in accordance with this Agreement.


 


(x) Bring-Down Opinions of Company
Counsel, Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have received (a) all Bring-Down Opinions
which the Company was obligated to instruct its outside counsel to deliver prior to the applicable VWAP Purchase Condition Satisfaction
Time for the applicable VWAP Purchase, (b) all Bring-Down Comfort Letters which the Company was obligated to instruct its Accountant to
deliver prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase and (c) all Compliance Certificates
which the Company was obligated to deliver prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase,
in each case in accordance with Section 6.15.


 


(xi) Material Non-Public Information.
Neither the Company nor, in the Investor’s sole discretion, the Investor, shall be in possession of any material non-public information
concerning the Company.


 






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ARTICLE VIII

TERMINATION


 


Section
8.1. Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically
on the earliest to occur of (i) the first (1st) day of the month next following the 36-month anniversary of the Effective Date of the
Initial Registration Statement (it being hereby acknowledged and agreed that such term may not be extended by the parties hereto), (ii)
the date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, (iii) the date on
which the Common Stock shall have failed to be listed or quoted on the Principal Market or any Alternative Market, and (iv) the date on
which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company which is not discharged within 30 days, a Custodian is appointed for the Company or for all or substantially all of
its property, or the Company makes a general assignment for the benefit of its creditors.


 


Section
8.2. Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement
Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however,
that (i) the Company shall have issued the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this
Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public disclosure, with respect to such
termination, the Company shall consult with the Investor and comment on the form and substance of such press release or other disclosure.
Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the
date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have
the right to terminate this Agreement effective upon three (3) Trading Days’ prior written notice to the Company, which notice shall
be made in accordance with Section 10.4 of this Agreement, if: (a) any condition, occurrence, state of facts or (i) event constituting
a Material Adverse Effect has occurred and is continuing or (ii) constitutes (in Investor’s judgement) a failure of a condition
set forth in Section 7.2; (b) a Fundamental Transaction shall have occurred; (c) the Company is in breach or default in any material respect
of any of its covenants and agreements in the Registration Rights Agreement, and, if such breach or default is capable of being cured,
such breach or default is not cured within fifteen (15) Trading Days after notice of such breach or default is delivered to the Company
pursuant to Section 10.4 of this Agreement; (d) while a Registration Statement, or any post-effective amendment thereto, is required to
be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities,
the effectiveness of such Registration Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation,
the issuance of a stop order by the Commission) or such Registration Statement or any post-effective amendment thereto, the Prospectus
contained therein or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable
Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues
for a period of forty-five (45) consecutive Trading Days or for more than an aggregate of ninety (90) Trading Days in any three hundred
and sixty-five (365)-day period, other than due to acts of the Investor; (e) trading in the Common Stock on the Principal Market shall
have been suspended and such suspension continues for a period of five (5) consecutive Trading Days; or (f) the Company is in material
breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being
cured, such breach or default is not cured within fifteen (15) Trading Days after notice of such breach or default is delivered to the
Company pursuant to Section 10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case
such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than twenty-four
(24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the
Commission, or under the applicable rules and regulations of the Principal Market, the Company shall publicly disclose such information
in accordance with Regulation FD and the applicable rules and regulations of the Principal Market) upon becoming aware of any of the events
set forth in the immediately preceding sentence.


 






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Section
8.3. Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual
termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and
the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated
as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions
of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this
Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the
Investor owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full
force and notwithstanding such termination for a period of thirty (30) days following such termination. Notwithstanding anything in this
Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the second (2nd) Trading
Day immediately following the date on which the purchase of Shares by the Investor pursuant to any pending VWAP Purchase has been fully
settled, including, without limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor pursuant to
such pending VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date therefor, and the delivery by the Investor
to the Company of the aggregate VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with the settlement
procedures set forth in Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall
limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction
Documents with respect to any pending VWAP Purchase that has not fully settled, and that the parties shall fully perform their respective
obligations with respect to any such pending VWAP Purchase under the Transaction Documents), (ii) limit, alter, modify, change or otherwise
affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive
any such termination, or (iii) affect the Upfront Commitment Fee payable to the Investor pursuant to Section 10.1(ii), it being hereby
acknowledged and agreed that the entire amount of the Upfront Commitment Fee shall be fully earned by the Investor and shall be non-refundable
as of the Closing Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement.
Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under
this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights
of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement, the Registration
Rights Agreement or any of the other Transaction Documents to which it is a party.


 


ARTICLE IX

INDEMNIFICATION


 


Section
9.1. Indemnification of Investor. In consideration of the Investor’s execution and delivery of this Agreement
and acquiring the Shares hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to
which it is a party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, its Affiliates,
each of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person,
if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the
respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons
(each, an “Investor Party”), each of which shall be an express third-party beneficiary of this Article IX, from
and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (including all judgments, amounts
paid in settlement, court costs, reasonable attorneys’ fees and costs of defense and investigation) (collectively, “Damages”)
that any Investor Party may suffer or incur (a) as a result of, relating to or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Commission Document (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out
of any untrue statement or alleged untrue statement of a material fact included in any Commission Document, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this indemnity in (a) shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of an untrue statement or omission, or alleged untrue statement or omission in a Commission
Document, made in reliance upon and in conformity with information furnished in writing to the Company by the Investor expressly for use
in connection with the preparation of the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or
supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C to the Registration
Rights Agreement is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration
Statement, Prospectus or Prospectus Supplement), (b) to the extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the
written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld, (c) in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a
party), to the extent that any such expense is not paid under (a) or (b) above, (d) as a result of, relating to or arising out
of any breach by the Company of its representations, warranties, covenants or agreements under this Agreement, or (e) as a result of,
relating to or arising out of any other action, suit, claim or proceeding against an Investor Party arising out of or otherwise in connection
with the Transaction Documents (except solely to the extent in the case of this subsection (e), to the extent any Damage is determined
by a court of competent jurisdiction, not subject to further appeal, to have resulted primarily and directly from the bad faith or gross
negligence of such Investor Party).


 






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The Company shall reimburse any Investor Party promptly upon demand
(with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by such Investor
Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity, to enforce compliance by the Company
with any provision of the Transaction Documents or (ii) any other any action, suit, claim or proceeding, whether at law or in equity,
with respect to which it is entitled to indemnification under this Section 9.1.


 


To the extent that the foregoing undertakings by the Company set forth
in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Damages which is permissible under applicable law, provided that in no event shall the Investor be obligated to contribute
any amount in excess of the fees it actually receives pursuant to this Agreement.


 


Section
9.2. Indemnification of the Company. In consideration of the Company’s execution and delivery of this Agreement
and sale of the Shares hereunder and in addition to all of the Investor’s other obligations under the Transaction Documents to which
it is a party, subject to the provisions of this Section 9.2, the Investor shall indemnify and hold harmless the Company, its affiliates,
each of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each
Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and each of the directors, officers,
shareholders, members, partners, employees, agents, and representatives (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling person (each, a “Company
Party”), from and against Damages that any Company Party may suffer or incur in connection with the claims described in clauses
(a), (b), and (c) of Section 9.1; provided that, such indemnity shall only be required if the Damages occurred as a result of an untrue
statement or omission, or alleged untrue statement or omission in a Commission Document, made in reliance upon and in conformity with
information furnished in writing to the Company by the Investor for the Company’s express for use in connection with the preparation
of the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby
acknowledged and agreed that the written information set forth on Exhibit B to this Agreement is the only written information furnished
to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement).


 


Section
9.3. Indemnification Procedures.


 


(i) Promptly after an Investor Party receives
notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification under Section 9.1, the
Investor Party will notify the Company in writing of the claim or commencement of the action, suit or proceeding; provided, however,
that failure to notify the Company will not relieve the Company from liability under Section 9.1, unless and solely to the extent it has
been materially prejudiced by the failure to give such notice as evidenced by the forfeiture of by the Company of substantive rights or
defenses. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification
is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action
is brought, the Company may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel
satisfactory to the Investor Party. After the Company notifies the Investor Party that the Company wishes to assume the defense of a claim,
action, suit or proceeding, the Company will not be liable for any further legal or other expenses incurred by the Investor Party in connection
with the defense against the claim, action, suit or proceeding unless (a) the employment of counsel by the Investor Party has been authorized
in writing by the Company, (b) the Investor Party has reasonably concluded (based on advice of counsel) that there may be legal defenses
available to it or another Investor Party that are different from or in addition to those available to the Company, (c) a conflict or
potential conflict exists (based on advice of counsel to the Investor Party) between an Investor Party and the Company (in which case
the Company will not have the right to direct the defense of such action on behalf of the indemnified party) or (d) the Company has not
in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case,
within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements
and other charges of counsel will be at the expense of the Company. It is understood that the Company shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more
than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such similarly situated
Investor Parties. The Company will not be liable for any settlement of any action effected without its prior written consent, which consent
shall not be unreasonably withheld, delayed or conditioned. The Company shall not, without the prior written consent of each indemnified
party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated by this section (whether or not any indemnified party is a party thereto), unless such settlement, compromise
or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory
to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






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(ii) In order to provide for just and
equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Article IX for any
reason is held to be unavailable or insufficient to hold an Investor Party harmless, the Company and the Investor Party will contribute
to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred
in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company and
the Investor Party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Investor on the other hand. The relative benefits received by the Company on the one hand and the Investor Party
on the other hand shall be deemed to be in the same proportion as the total net proceeds from the aggregate of all VWAP Purchase Amounts
(before deducting expenses) received by the Company bear to the total proceeds received by the Investor for the sale of Shares to bona
fide third parties net of the aggregate VWAP Purchase Price paid to the Company therefor under this Agreement. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company,
on the one hand, and the Investor Party, on the other hand, with respect to the statements or omission that resulted in such loss, claim,
liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such
offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Investor
Party, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement
or omission. The Company and the Investor agree that it would not be just and equitable if contributions pursuant to this Section 9.3(ii)
were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,
or action in respect thereof, referred to above in this Section 9.3(ii) shall be deemed to include, for the purpose of this Section 9.3(ii),
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim to the extent consistent with Section 9.3(i) hereof. Notwithstanding the foregoing provisions of this Section 9.3(ii), the Investor
shall not be required to contribute any amount in excess of the aggregate discount to the VWAP for all purchases made under this Agreement
and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9.3(ii), any person
who controls a party to this Agreement within the meaning of the Securities Act, any Affiliates of the Investor Party and any officers,
directors, partners, employees or agents of the Investor Party or any of its Affiliates, will have the same rights to contribution as
that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same
rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this
Section 9.3(ii), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve
that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 9.3(ii) except
to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from
whom contribution is sought. No party will be liable for contribution with respect to any action or claim settled without its written
consent if such consent is required pursuant to Section 9.3(i) hereof.


 


The remedies provided for in this Article IX are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any Investor Party at law or in equity.


 


ARTICLE X

MISCELLANEOUS


 


Section
10.1. Certain Fees and Expenses; Upfront Commitment Fee; Commencement Irrevocable Transfer Agent Instructions. 


 


(i) Certain Fees and Expenses.
Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement except that the Company will
reimburse the fees and disbursements of legal counsel to the Investor in an amount not to exceed $75,000 in connection with the entry
into this Agreement in connection with the Investor’s ongoing due diligence and review of deliverables subject to Section 6.15.
The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection
with issuance of the Shares pursuant hereto.


 






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(ii) Upfront Commitment Fee.
In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Upfront
Commitment Fee on or prior to the Commencement Date, by transfer of the Commitment Shares to an account designated by the Investor, and
will provide Investor, not later than 4:00 P.M. New York City time on the Trading Date immediately prior to the Commencement Date, one
or more book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee. For the avoidance of doubt,
the entire amount of the Upfront Commitment Fee shall be fully earned by the Investor and shall be non-refundable as of the Closing Date,
regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. To the extent,
after the resale of all Commitment Shares by the Investor, the net proceeds of the resale of Commitment Shares by the Investor is less
than $1,000,000, the Company agrees to promptly, upon presentation of an invoice and reasonable supporting documentation, pay the Investor
the difference between $1,000,000 and the net proceeds of the resale of the Commitment Shares received by the Investor in cash, as directed
by the Investor.


 


(iii) Legends. The certificate(s) or
book entry statement(s) representing the Commitment Shares issued prior to the Effective Date of the Initial Registration Statement, except
as set forth below, shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed
against transfer of the Commitment Shares):¶


 


(iv) THE OFFER AND SALE OF THE SECURITIES REPRESENTED
HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.


 


(v) Irrevocable Transfer Agent Instructions;
Notice of Effectiveness. On the Effective Date of the Initial Registration Statement and prior to Commencement, the Company shall
deliver or cause to be delivered to its Transfer Agent, (a) irrevocable instructions executed by the Company to be acknowledged in writing
by the Company’s Transfer Agent (the “Commencement Irrevocable Transfer Agent Instructions”) and (b) the
notice of effectiveness in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”)
relating to the Initial Registration Statement executed by the Company’s outside counsel, in each case directing the Transfer Agent
to issue to the Investor or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased
by the Investor are maintained any Registrable Securities included in the Initial Registration Statement as DWAC Shares, if and when such
Registrable Securities are issued in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective
amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration
Statement, in each case becoming effective after the Commencement Date, the Company shall deliver or cause to be delivered to its Transfer
Agent (x) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed
by the Company and to be acknowledged in writing by the Transfer Agent and (y) the Notice of Effectiveness, in each case modified as necessary
to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable
Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. For the
avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this Agreement
shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s account at DTC as DWAC Shares, and the
Company shall not take any action or give instructions to any Transfer Agent of the Company otherwise. The Company represents and warrants
to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(iii) will be
given by the Company to its Transfer Agent with respect to the Shares from and after Commencement, and the Registrable Securities covered
by the Initial Registration Statement or any post-effective amendment thereof, or any New Registration Statement or post-effective amendment
thereof, as applicable, shall otherwise be freely transferable on the books and records of the Company and no stop transfer instructions
shall be maintained against the transfer thereof. The Company agrees that if the Company fails to fully comply with the provisions of
this Section 10.1(iii) within three (3) Trading Days after the date on which the Investor has provided any deliverables that the Investor
may be required to provide to the Company or its Transfer Agent (if any), the Company shall, at the Investor’s written instruction,
purchase from the Investor all shares of Common Stock purchased or acquired by the Investor pursuant to this Agreement that contain any
restrictive legend or that have any stop transfer orders maintained that prohibit or impede the transfer thereof in any respect at the
greater of (i) the purchase price paid by the Investor for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price
of the Common Stock on the date of the Investor’s written instruction.


 






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Section
10.2. Specific Enforcement; Consent to Jurisdiction; Waiver of Jury Trial. 


 


(i) The Company and the Investor acknowledge
and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and
provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in
addition to any other remedy to which either party may be entitled by law or equity.


 


(ii) Each of the Company and the Investor
(a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of the United States sitting in the State
of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 10.2 shall affect or limit any right to serve process in any other manner
permitted by law.


 


(iii) EACH OF THE COMPANY AND THE INVESTOR
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES
RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 10.2.


 


Section
10.3. Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings between
the parties, both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by
either party relative to subject matter hereof not expressly set forth in the Transaction Documents. All exhibits to this Agreement are
hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.


 


Section
10.4. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder
shall be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below
(if delivered on a business day during normal business hours where such notice is to be received), or the first (1st) business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the
second (2nd) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The address for such communications shall be:


 


If to the Company:


 


SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054


Telephone Number: (408) 441-3200


Email: nsharan@soundhound.com


Attention: Nitesh Sharan


 






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With a copy (which shall not constitute notice) to:


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor

New York, NY 10105


Telephone Number: (617) 823-5876


Email: mlaitner@egsllp.com


Attention: Meredith Laitner, Esq.


 


If to the Investor:


 


CF Principal Investments LLC


499 Park Avenue


New York, NY 10022


Attention: COO


Email: CFPINotices@cantor.com


 


and:


 


CF Principal Investments LLC 499 Park Avenue


New York, NY 10022


Attention: General Counsel


Facsimile: (212) 829-4708


Email: #legal-IBD@cantor.com


 


With a copy (which shall not constitute notice) to:


King & Spalding LLP


1185 Avenue of the Americas, Floor 34


New York, NY 10036


Telephone Number: (212) 556-2100


Email: kmanz@kslaw.com


Attention: Kevin E. Manz, Esq.


 


Either party hereto may from time to time change its address for notices
by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.


 


Section
10.5. Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one
(1) Trading Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately
preceding sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any other
right, power or privilege.


 


Section
10.6. Amendments. No provision of this Agreement may be amended by the parties from and after the date that is
one (1) Trading Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately
preceding sentence, no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.


 






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Section
10.7. Headings. The article, section and subsection headings in this Agreement are for convenience only and shall
not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


Section
10.8. Construction. The parties agree that each of them and their respective counsel has reviewed and had an
opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents. In addition, each
and every reference to share prices (including the Threshold Price) and number of shares of Common Stock in any Transaction Document shall,
in all cases, be subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and
other similar transactions that occur on or after the date of this Agreement. Any reference in this Agreement to “Dollars”
or “$” shall mean the lawful currency of the United States of America. Any references to “Section” or “Article”
in this Agreement shall, unless otherwise expressly stated herein, refer to the applicable Section or Article of this Agreement.


 


Section
10.9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations
hereunder to any Person.


 


Section
10.10. No Third Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only
for the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.


 


Section
10.11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal procedural
and substantive laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the
application of the laws of any other jurisdiction.


 


Section
10.12. Survival. The representations, warranties, covenants and agreements of the Company and the Investor contained
in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however,
that (i) the provisions of Article VIII (Termination), Article IX (Indemnification) and this Article X (Miscellaneous) shall remain in
full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants
and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shall remain in full force and effect notwithstanding
such termination for a period of thirty (30) days following such termination.


 


Section
10.13. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file,
including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com,
etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 






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Section
10.14. Publicity. The Company shall afford the Investor and its counsel a reasonable opportunity to review and
comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such
comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf
of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated
thereby, prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, except to the extent set forth in the
Registration Rights Agreement, the Company shall not be required to submit for review any such disclosure (i) contained in periodic reports
filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure to the Investor or its counsel
for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure that does not reference the
Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby.


 


Section
10.15. Severability. The provisions of this Agreement are severable and, in the event that any court of competent
jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid,
legal and enforceable to the maximum extent possible.


 


Section
10.16. Further Assurances. From and after the Closing Date, upon the request of the Investor or the Company,
each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary
or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.


 


[The remainder of this page is left intentionally
blank.]


 


[Signature Page to Equity Line Agreement]


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.


 


	 	SoundHound
AI, Inc., 
	 	 
	 	By:	 /s/ Keyvan Mohajer
	 	Name: 	Keyvan Mohajer
	 	Title: 	Chief Executive Officer
	 	 
	 	CF Principal Investments LLC
	 	 
	 	By:	 /s/ Mark Kaplan
	 	Name: 	 Mark Kaplan  
	 	Title:  	Authorized Signatory



 


[Signature Page to Equity Line Agreement]


 




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ANNEX I TO THE 


COMMON STOCK PURCHASE AGREEMENT 


DEFINITIONS 


 


“Affiliate” shall mean any Person that, directly
or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Person, as such terms
are used in and construed under Rule 144.


 


“Alternative Market” shall mean the New York
Stock Exchange, the NYSE American, the Nasdaq Global Select Market or the Nasdaq Global Market.


 


“Bankruptcy Law” shall mean Title 11, U.S.
Code, or any similar U.S. federal or state law for the relief of debtors.


 


“Block” shall mean any trade in excess of
100,000 Shares on a single Trading Day to a single purchaser, as reported on Bloomberg through its “VWAP” function.


 


“Bloomberg” shall mean Bloomberg, L.P.


 


“Closing Date” shall be the date of this
Agreement.


 


“Closing Sale Price” shall mean, for the
Common Stock as of any date, the last closing trade price for the Common Stock on the Principal Market, as reported by Bloomberg, or,
if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price for the Common Stock,
then the last trade price for the Common Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 


“Commission” shall mean the U.S. Securities
and Exchange Commission or any successor entity.


 


“Commission Documents” shall mean (1) any
registration statement on Form S-1 or S-4 filed by the Company with the Commission, including any related prospectus or prospectuses,
for the registration of the Common Stock since January 1, 2022, (2) any proxy statement or prospectus filed by the Company with the Commission,
including all documents incorporated or deemed incorporated therein by reference, whether or not included in a registration statement
on Form S-1 or S-4, in the form in which such proxy statement or prospectus has most recently been filed with the Commission, since January
1, 2022, (3) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the
Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since January 1, 2022, (4) each Registration
Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5)
all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference
therein.


 


“Commitment Shares” shall mean the 250,000
shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock payable to the Investor as the Upfront
Commitment Fee.


 


“Common Stock Equivalents” shall mean any
securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Contract” shall mean any written or oral
legally binding contract, agreement, understanding, arrangement, subcontract, loan or credit agreement, note, bond, indenture, mortgage,
purchase order, deed of trust, lease, sublease, instrument, or other legally binding commitment, obligation or undertaking.


 






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“Custodian” shall mean any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


“DTC” shall mean The Depository Trust Company,
a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.


 


“DWAC Shares” shall mean shares of Common
Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and without stop transfer instructions maintained against the transfer thereof and (iii) timely credited by the Company to the
Investor’s or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased by Investor
are maintained specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter
adopted by DTC performing substantially the same function.


 


“EDGAR” shall mean the Commission’s
Electronic Data Gathering, Analysis and Retrieval System.


 


“Effective Date” shall mean, with respect
to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any post-effective amendment
thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement (or any post-effective
amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effective amendment thereto) or any
New Registration Statement (or any post-effective amendment thereto) becomes effective.


 


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


 


“Exempt Issuance” shall mean the issuance
of (i) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to
any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee
of the Board of Directors established for such purpose, (ii) (a) any Shares issued to the Investor pursuant to this Agreement, (b) any
securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the
Investor at any time, or (c) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued
and outstanding on the date of this Agreement, provided that such securities referred to in this clause (c) have not been amended since
the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price
of such securities, (iii) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic
transactions approved by the Company’s Board of Directors or a majority of the members of a committee of directors established for
such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate
Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself
or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (iv)
Common Stock issued by the Company to the Investor or an Affiliate of the Investor in connection with any “equity line of credit”
or other continuous offering or similar offering of Common Stock pursuant to a written agreement between the Company and the Investor
or an Affiliate of the Investor, whereby the Company may sell Common Stock to the Investor or an Affiliate of the Investor at a future
determined price, or (v) Common Stock issued by the Company by any method deemed to be an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act, exclusively to or through CF&CO, as the Company’s sales agent, pursuant to one or
more written agreements between the Company and CF&CO.


 


“Fundamental Transaction” shall mean that
(i) the Company shall, directly or indirectly, in one or more related transactions, (a) consolidate or merge with or into (whether or
not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately
prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting
corporation, (b) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company to another Person, (c) take action to facilitate a purchase, tender or exchange offer by another Person that is
accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person
or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer),
(d) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (e) reorganize, recapitalize
or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.


 






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“Governmental Authority” shall mean (i) any
federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative
agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public
or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.


 


“Initial Registration Statement” shall have
the meaning assigned to such term in the Registration Rights Agreement.


 


“Investment Period” shall mean the period
commencing on the Effective Date of the Initial Registration Statement and expiring on the date this Agreement is terminated pursuant
to Article VIII.


 


“Knowledge” shall mean the actual knowledge
of the Company’s Chief Executive Officer, the Company’s President, and the Company’s Chief Financial Officer, in each
case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries who would reasonably be expected
to have knowledge or information with respect to the matter in question.


 


“Material Contracts” shall mean any other
Contract that is expressly referred to in or filed or incorporated by reference as an exhibit to a Commission Document or that, if terminated
or subject to default by a party thereto would, individually or in the aggregate, have a Material Adverse Effect.


 


“New Registration Statement” shall have the
meaning assigned to such term in the Registration Rights Agreement.


 


“Person” shall mean any person or entity,
whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization,
business association, firm, joint venture, governmental agency or authority.


 


“Post-Effective Amendment Period” shall mean
the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing of any post-effective
amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New York City time, on the
Trading Day immediately following, the Effective Date of such post-effective amendment.


 


“Principal Market” shall
mean the Nasdaq Capital Market; provided, however, that in the event the Company’s Common Stock is ever listed or
traded on an Alternative Market, then the “Principal Market” shall mean such Alternative Market on which the Company’s
Common Stock is then listed or traded.


 


“Prospectus” shall mean the prospectus in
the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents
incorporated by reference therein.


 


“Prospectus Supplement” shall mean any prospectus
supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein.


 


“Qualified Independent Underwriter” shall
have the meaning assigned to such term in FINRA Rule 5121(f)(12).


 


“Registrable Securities” shall have the meaning
assigned to such term in the Registration Rights Agreement.


 


“Registration Period” shall have the meaning
assigned to such term in the Registration Rights Agreement.


 


“Registration Statement” shall have the meaning
assigned to such term in the Registration Rights Agreement.


 


“Rule 144” shall mean Rule 144 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect.


 






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“Sale Price” shall mean any
trade price for the shares of Common Stock on the Principal Market during normal trading hours, as reported by the Principal Market.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


“Shares” shall mean the shares of Common
Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP Purchase Notices.


 


“Short Sales” shall mean “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


 


“Subsidiary” shall mean any corporation or
other entity, of which at least a majority of the securities or other ownership interest having ordinary voting power for the election
of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its
other Subsidiaries.


 


“Threshold Price” shall mean with respect
to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) $1.00; (ii) 90% of the Closing
Sale Price on the Trading Day immediately preceding the VWAP Purchase Date or (iii) such higher price as set forth by the Company in the
VWAP Purchase Notice.


 


“Trading Day” shall mean any day on which
the Principal Market is open for trading (regular way), including any day on which the Principal Market is open for trading (regular way)
for a period of time less than the customary time.


 


“Transaction Documents” shall mean, collectively,
this Agreement (as qualified by the Commission Documents) and the exhibits hereto, the Registration Rights Agreement and the exhibits
thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in
connection with the transactions contemplated hereby and thereby.


 


“Transfer Agent” shall mean Continental Stock
Transfer & Trust Company or any successor thereof as the Company’s transfer agent.


 


“Upfront Commitment Fee” shall mean 250,000
shares of Common Stock.


 


“Variable Rate Transaction” shall mean a
transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable
for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (a) at a conversion price, exercise
price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at
any time after the initial issuance of such equity or debt securities, or (b) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation,
any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution
protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells
any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (a) at a price that is subject
to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution
protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (b) that are subject
to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation,
a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”) that provides
for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement,
including, but not limited to, an “equity line of credit” or “at the market offering” or other continuous offering
or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents
at a future determined price.


 






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“VWAP” shall mean, for the Common Stock for
a specified period, the dollar volume-weighted average price for the Common Stock on the Principal Market, for such period, as reported
by Bloomberg through its “AQR” function (excluding, for the avoidance of doubt, the opening and closing print of each VWAP
Purchase Date). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.


 


“VWAP Purchase Commencement Time” shall mean,
with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City time, on the applicable VWAP Purchase Date,
or such later time on such VWAP Purchase Date publicly announced by the Principal Market as one (1) second after the official open (or
commencement) of trading (regular way) on the Principal Market on such VWAP Purchase Date; provided, however, that if a
VWAP Purchase Notice is delivered after 9:00 a.m., New York City time, on a VWAP Purchase Date, then the VWAP Purchase Commencement Time
shall start only upon receipt by the Company of written confirmation (which may be by email) of acceptance by the Investor, and which
confirmation shall specify the VWAP Purchase Commencement Time.


 


“VWAP Purchase Date” shall mean, with respect
to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor receives, on such Trading Day, a valid VWAP Purchase
Notice for such VWAP Purchase in accordance with this Agreement.


 


“VWAP Purchase Maximum Amount” shall mean,
with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the lesser of (i) a number of
shares of Common Stock which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by the Investor of more than the Beneficial Ownership Limitation and (ii) a number of Shares equal to (a) the VWAP Purchase Share Percentage
multiplied by (b) the total number (or volume) of shares of Common Stock traded on the Principal Market (or, if the Common Stock is then
listed on an Alternative Market, on such Alternative Market) during the applicable VWAP Purchase Period on the applicable VWAP Purchase
Date for such VWAP Purchase and (iii) the VWAP Purchase Share Estimate.


 


“VWAP Purchase Notice” shall mean, with respect
to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered by the Company to the Investor directing the
Investor to purchase a VWAP Purchase Share Amount (such specified VWAP Purchase Share Amount subject to adjustment as set forth in Section
3.1 as necessary to give effect to the VWAP Purchase Maximum Amount), at the applicable VWAP Purchase Price therefor on the applicable
VWAP Purchase Date for such VWAP Purchase in accordance with this Agreement.


 


“VWAP Purchase Period” shall mean, with respect
to a VWAP Purchase made pursuant to Section 3.1, the period on the applicable VWAP Purchase Date for such VWAP Purchase beginning at the
applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Termination Time.


 






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“VWAP Purchase Price” shall mean the purchase
price per Share to be purchased by the Investor in such VWAP Purchase on such VWAP Purchase Date equal to ninety-seven percent (97.0%)
of the VWAP over the applicable VWAP Purchase Period on such VWAP Purchase Date for such VWAP Purchase. Notwithstanding anything in this
Agreement to the contrary, on any Trading Day on which the Company delivers, and the Investor accepts, a VWAP Purchase Notice for a VWAP
Purchase Share Request Percentage in excess of the VWAP Purchase Share Percentage, the VWAP Purchase Price shall be calculated using the
lower of (i) the VWAP over the applicable VWAP Purchase Period on such VWAP Purchase Date for such VWAP Purchase; and (ii) the lowest
Sale Price in any Block sold on such Trading Day following the delivery and acceptance of such VWAP Purchase Notice for a VWAP Purchase
Share Request Percentage in excess of the VWAP Purchase Share Percentage.


 


“VWAP Purchase Share Amount” means, with
respect to a VWAP Purchase made pursuant to Section 3.1, the number of Shares to be purchased by the Investor in such VWAP Purchase as
specified by the Company in the applicable VWAP Purchase Notice, which number of Shares shall not exceed the applicable VWAP Purchase
Maximum Amount.


 


“VWAP Purchase Share Delivery Date” shall
mean the date of the VWAP Purchase Notice, or such later date on which the Shares are actually delivered to the Investor (it being acknowledged
and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such
VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance
with this Agreement).


 


“VWAP Purchase Share Estimate” means
the number of shares of Common Stock constituting a good faith estimate by the Company of the number of Shares that the Investor
shall have the obligation to buy pursuant to the VWAP Purchase Notice.


 


“VWAP Purchase Share Percentage” means, with
respect to a VWAP Purchase made pursuant to Section 3.1, twenty percent (20%).


 


“VWAP Purchase Share Request Percentage”
shall mean the percentage set forth in any VWAP Purchase Notice.


 


“VWAP Purchase Termination Time” means, with
respect to a VWAP Purchase made pursuant to Section 3.1, 3:59:59 p.m., New York City time, on the applicable VWAP Purchase Date, or two
seconds prior to such earlier time publicly announced by the Principal Market as the official close of trading (regular way) on the Principal
Market on such applicable VWAP Purchase Date.


 




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EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


 


[TO BE FURNISHED SEPARATELY]


 




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EXHIBIT B


 


COMPLIANCE CERTIFICATE 


 


The undersigned, the [●] of SoundHound AI, Inc., a Delaware corporation
(the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as
of August [●], 2022 (the “Agreement”), by and between the Company and CF Principal Investments LLC, a
Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that, to the best
of his or her knowledge after reasonable investigation, on behalf of the Company (capitalized terms used herein without definition have
the meanings assigned to them in the Agreement):


 


	1.	The undersigned is the duly appointed [●] of the Company.



 


	2.	Except as set forth in the Commission Documents, the representations
and warranties of the Company set forth in Article V of the Agreement (i) that are not qualified by “materiality” or “Material
Adverse Effect” are true and correct in all material respects as of [the Commencement Date] [the date hereof] with the same force
and effect as if made on [the Commencement Date] [the date hereof], except to the extent such representations and warranties are as of
another date, in which case, such representations and warranties are true and correct in all material respects as of such other date
and (ii) that are qualified by “materiality” or “Material Adverse Effect” are true and correct as of [the Commencement
Date] [the date hereof] with the same force and effect as if made on [the Commencement Date] [the date hereof], except to the extent
such representations and warranties are as of another date, in which case, such representations and warranties are true and correct as
of such other date.



 


	3.	The Company has performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by the Agreement and the Registration Rights Agreement to be performed,
satisfied or complied with by the Company [at or prior to Commencement][on or prior to the date hereof].



 


	4.	The Shares issuable in respect of each VWAP Purchase Notice
effected pursuant to the Agreement shall be delivered to the Investor electronically as DWAC Shares, and shall be freely tradable and
transferable and without restriction on resale and without any stop transfer instructions maintained against such Shares.



 


	5.	As of [the Commencement Date][the date hereof], the Company
does not possess any material non-public information.



 


	6.	As of [the Commencement Date][the date hereof], the Company
has reserved out of its authorized and unissued Common Stock [●] shares of Common Stock solely for the purpose of effecting VWAP
Purchases under the Agreement.



 


	7.	No stop order suspending the effectiveness of the Registration
Statement or the use of the Prospectus under the Securities Act has been issued and no proceedings for such purpose or pursuant to Section
8A of the Securities Act are pending before or, to the knowledge of the Company, threatened by the Commission.



 






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The undersigned has executed this Certificate this [●] day of
[●], 202[●].


 


	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 



 




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EXHIBIT C


FORM OF VWAP PURCHASE NOTICE


 


	From:	SoundHound AI, Inc.
	 	 
	To:	CF Principal Investments LLC
	Attention:	Chief Operating Officer
	 	 
	C/O:	CFControlledEquityOffering@cantor.com
	 	 
	Subject:	VWAP Purchase Notice
	 	 
	Date:	[●], 202[●]
	 	 
	Time:	[●]



 


Ladies and Gentlemen:


 


Pursuant to the terms and subject to the conditions contained in the
Common Stock Purchase Agreement (the “Agreement”) between SoundHound AI, Inc., a Delaware corporation (the “Company”),
and CF Principal Investments LLC (the “Investor”), dated [●], 202[●], the Company hereby directs
the Investor to purchase a number of shares constituting [●]% of the total volume of the Company’s Class A common stock, par
value $0.0001 per share, traded on the Principal Market during the applicable VWAP Purchase Period, at the relevant VWAP Purchase Price
(as defined in the Agreement); provided, however, that if such number exceeds the VWAP Purchase Share Estimate of [•]
shares of the Company’s Class A common stock, par value $0.0001 per share, which the Company represents is no greater than the VWAP
Purchase Maximum Amount (as defined in the Agreement), then the Investor will instead purchase the number of shares equal to the VWAP
Purchase Share Estimate. The Company represents that all conditions set forth in Section 7.3 of the Agreement (including without limitation
Section 7.3(xi) in respect of Material Non-Public Information) have been satisfied. Capitalized terms used herein without definition have
the meanings assigned to them in the Agreement.


 


	 	 
	 	Name:
	 	Title:



 


 


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