Exhibit 10.5


 


COMMON STOCK PURCHASE AGREEMENT


 


This COMMON STOCK PURCHASE AGREEMENT is made and entered into
as of May 17, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability
company (the “Investor”), and PropTech Investment Corporation II, a Delaware corporation (the “Company”).
For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any
Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction (the “Closing”),
including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination
Agreement, dated May 17, 2022, by and among the Company, RW National Holdings, LLC, a Delaware limited liability company and, in its
capacity as sellers’ representative, Lake Street Landlords, LLC, a Delaware limited liability company, such transactions being referred
to herein as the “Business Combination.”


 


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) $100,000,000 in aggregate gross purchase price 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 will enter into a Registration Rights
Agreement substantially in the form attached as Exhibit A hereto (the “Registration Rights Agreement”)
on the Closing Date (as defined below), 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:


 






    1


     


    

 


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) $100,000,000 (the “Total Commitment”) in aggregate
gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock 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; Settlement. This Agreement shall become effective and binding upon the delivery of counterpart
signature pages of this Agreement. 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 by the Company
and the Investor and describing the material terms thereof, including, without limitation, the Upfront Commitment Fee payable by the
Company to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto a copy of this Agreement (including
all exhibits thereto, the “Current Report”). The Company shall use its commercially reasonable efforts to
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. After the Closing Date, the Company shall use its commercially reasonable 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 commercially
reasonable 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 or waiver of all of the conditions set forth in Section
7.2 (the “Commencement” and the date of initial satisfaction or waiver 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 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; provided however, that the Company shall have the right,
upon delivery of written notice to the Investor at any time, to request that the Investor return all or a portion of such Excess
Shares to the Company. 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, excluding failure of the Investor to set up a DWAC and required instructions, 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 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 19.99% of the voting power or number of shares of Common Stock, calculated in accordance with the applicable rules of
the Principal Market), which number of shares shall be reduced, on a share-for-share basis, by the number of 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 (except as set forth in
Section 3.3(ii)).


 






    4


     


    

 


(ii) At-Market Transaction.
Notwithstanding Section 3.3(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions
contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being
hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated
hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(i) is obtained).
Notwithstanding the foregoing, the Company may not deliver any VWAP Purchase Notice if the VWAP Purchase effected thereby would result
in the Investor owning 19.99% of the voting power or number of shares of issued and outstanding Common Stock, in each case, calculated
in accordance with the applicable rules of the Principal Market.


 


(iii) 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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Section 3.5. Suspension of Purchase Obligations.
The Investor’s obligations under this Agreement shall be suspended immediately if, on the seventh (7th) Trading Day following the
consummation of the Business Combination, the aggregate market value of the outstanding voting and non-voting common equity (as defined
in Securities Act Rule 405), including shares of Class A common stock and shares of Class B common stock, of the Company issued or issuable
(without giving effect to any lock-up) (collectively, the “Common Equity”), is less than $100 million (calculated
by multiplying (x) the price at which the Common Stock of the Company closes on the Principal Market on such date by (y) the number of
outstanding shares of Common Equity as of such date) as of that date, until such time as the aggregate market value of the Common Equity
equals or exceeds $100 million (calculated by multiplying (x) the price at which the Common Stock of the Company closes on the Principal
Market on a particular date by (y) the number of outstanding shares of Common Equity as of such date).


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 or will be duly executed and delivered by the Investor and constitutes or will constitute 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.


 






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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.


 


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, including a total loss thereof, 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.


 






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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, which establishes a net short position with respect to the Common Stock that remains in effect as of the date of
this Agreement.


 






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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 represents, warrants and covenants that it 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, including without limitation, any applicable prospectus delivery requirements
of the Securities Act.


 


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


 


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), prospects, 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.


 






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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, except for such approvals as are required under the Business Combination Agreement, 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, that certain investor rights agreement, dated as of the date hereof, by and among the Company, the
Sellers (as defined therein) and the Founder Holders (as defined therein) 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. After the Closing Date, the Company will have 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 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); 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.


 






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


 


(i) 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 is filed with the Commission, 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
on 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, each on the date it is filed with the Commission, are based on or derived from sources that the Company believes to be
reliable and accurate in all material respects 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) Boulay
PLLP (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 have been provided to the Investor, are and, during the periods covered by their report, was
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.


 






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(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, taken
as a whole, (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 (except with respect to the Subordinated
Seller Notes (as defined below) and except for any default in existence at the respective time at RW National Holdings, LLC, referenced
in that (i) certain Forbearance and Omnibus Amendment to Securities Purchase Agreement and 12% Secured Promissory Note, dated as of May
17, 2022 (the “Forbearance Agreement”), by and among RW National Holdings, LLC, RW OpCo, LLC, and St. Cloud
Capital Partners III SBIC, L.P., (ii) certain Waiver Letter, dated May 16, 2022 (including any amendments, supplements or other modifications
thereto, the “Bridgewater Waiver Q1 22”) and (iii) certain Waiver Letter, dated on or about May 16, 2022 (including
any amendments, supplements or other modifications thereto, the “Bridgewater Waiver FY21” and, together with
the Forbearance Agreement and the Bridgewater Waiver Q1 22, the “Debt Agreements”), with respect to that certain
Loan Agreement, dated January 2, 2019, by and between Bridgewater Bank and RW OA Acquisition, LLC, as amended, the related Amended Promissory
Note, dated December 31, 2021, by and between Bridgewater Bank and RW National Holdings, LLC and the related Security Agreement, dated
January 2, 2019, by and among Bridgewater Bank and Renters Warehouse USA, LLC, RW National Holdings, LLC, RW OpCo, LLC, and RW OA Acquisition,
LLC) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, 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 or on any rental on one or more long-term leases, 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 (other than the Subordinated Seller Notes and as set forth in the Debt Agreements) 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. Other than as set forth in the Debt Agreements and except with respect to the Subordinated Seller Notes, 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 agreement between the Company and a third party is in full force and effect and 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. At all times following the consummation of the Business
Combination, the Company will be financially solvent and generally able to pay its debts as they become due. There is no existing or
continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries, other than as set
forth in the Debt Agreements and except with respect to the Subordinated Seller Notes. For the purposes of this Agreement, “Indebtedness” shall mean (a) any
liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary
course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness of
others in excess of $100,000, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (c) the present value of any lease payments in excess of $100,000 due under leases required to be
capitalized in accordance with GAAP.


 






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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. Each of the properties of the Company and its Subsidiaries complies with all applicable
codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access
to such properties), except if and to the extent disclosed in the Commission Documents or except for such failures to comply that would
not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be
made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries
has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company
and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not
reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company
and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.


 


(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 have other rights to use such Intellectual Property
would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Commission Documents (a)
there are no ownership rights of third parties to any such Intellectual Property owned by the Company or any of its Subsidiaries;
(b) to the Company’s Knowledge, there is no infringement by third parties of any such Intellectual Property, and the Company
is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (c) there is no pending
or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others in writing and received by the Company
or its Subsidiaries by or before any Governmental Authority challenging the Company’s and its Subsidiaries’ rights in or
to any such Intellectual Property; (d) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding
or claim by others in writing and received by the Company or its Subsidiaries by or before any Governmental Authority challenging
the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s Knowledge, threatened
action, suit, proceeding or claim by others in writing and received by the Company or its Subsidiaries by or 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; (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) has been
commenced against any patent or patent application described in the Commission Documents as being owned by the Company; and (g) the
Company and its Subsidiaries are in compliance with the terms of each agreement to which the Company or its Subsidiaries are a party
pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full
force and effect, except, in the case of any of clauses (a)-(g) above, as would not, individually or in the aggregate, result in a
Material Adverse Effect. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and
its Subsidiaries have taken commercially reasonable efforts to maintain the confidentiality of all material trade secrets and other
material confidential information of the 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 those that 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, to the Company’s Knowledge, no
such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority or threatened
by others; 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 material compliance with all
applicable laws, regulations and statutes (including all Environmental Laws) in the jurisdictions in which it carries on business;
the Company has not received a notice of non- compliance, nor knows of, nor has reasonable grounds to know of, any facts that could
give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or
contemplated change to any applicable law or regulation or governmental position; in each case that would materially adversely
affect the business of the Company or the business or legal environment under which the Company operates.


 


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. 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).


 






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Section
5.19. 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 and adversely affected, or is reasonably likely to
materially and adversely 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.


 


Section
5.20. Permits. Except as otherwise 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, 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
5.21. 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.


 






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Section
5.22. 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 other person acting on
behalf 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
5.23. 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.


 


Section
5.24. 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
5.25. 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, and, to the Knowledge of the Company, none of the employees,
representatives or agents of the Company or any of its Subsidiaries is represented by 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.


 






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Section
5.26. 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
5.27. 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
5.28. 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
5.29. 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 through the date hereof, 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, 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 asserted or threatened against it which would
have a Material Adverse Effect.


 


Section
5.30. ERISA. To the Knowledge of the Company, (i) 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 Affiliates for employees or former 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”);
(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 (iii) 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 5.31. Stock Transfer Taxes.
All stamp and other similar stock transfer taxes and duties (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.


 


Section
5.32. 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 similarly situated companies engaged in similar businesses in similar industries.


 


Section
5.33. 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
5.34. 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
5.35. 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
5.36. 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.


 






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Section 5.37. 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.


 


Section
5.38. Listing and Maintenance Requirements; DTC Eligibility. After the Closing Date, the Common Stock will be
registered pursuant to Section 12(b) of the Exchange Act, and the Company shall not have taken any 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 shall the Company
have received any notification that the Commission is contemplating terminating such registration. The Company shall not have 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 shall be eligible for participation in the DTC book entry system and there shall be shares on deposit
at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”)
delivery system. The Company shall not have 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
5.39. Application of Takeover Protections. The Company and its Board of Directors will, as of the Closing Date,
have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter or the
laws of its state of incorporation that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling
their respective obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without
limitation, as a result of the Company’s issuance of the Shares and the Investor’s ownership of the Shares.


 


Section
5.40. 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, 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.


 






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


 


(i) Except as
would not, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company and its Subsidiaries’
information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as
required in connection with, the operation of the business of the Company as currently conducted, (ii) the IT Systems are, to the
Knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants, and (iii) the Company and its Subsidiaries have implemented and maintain reasonable physical, technical and
administrative controls, policies, procedures, and safeguards designed to maintain and protect their material confidential
information and the integrity and security of all IT Systems and data, including all “Personal Data” (defined below)
that is sensitive, confidential, or regulated data, in each case, controlled by the Company and its Subsidiaries and used in
connection with their businesses (such data, “Confidential Data”). “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); (d) any “personal information” as defined by the California
Consumer Privacy Act (“CCPA”); and (e) any other piece of information that allows the identification of
such natural person, or his or her family or an identified person’s health or sexual orientation. Except as would not,
individually or in the aggregate, result in a Material Adverse Effect, since December 31, 2020 there have been no breaches,
violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or
liability or the duty to notify any other person. Except as would not, individually or in the aggregate, result in a Material
Adverse Effect, the Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all applicable
judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, their internal policies
and their contractual obligations 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.


 


(ii) Except as would not, individually
or in the aggregate, result in a Material Adverse Effect, the Company and its Subsidiaries are, and since December 31, 2020 have been,
in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation
CCPA and the GDPR (collectively, the “Privacy Laws”). Except as would not, individually or in the aggregate,
result in a Material Adverse Effect, neither the Company nor any Subsidiary has since December 31, 2020 received written notice of any
actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no Knowledge
of any event or condition that would reasonably be expected to result in any such notice.


 






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


 






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Section
5.44. 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.


 


Section
6.2. Reservation of Common Stock. Following the Closing Date, the Company will have 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.


 






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Section
6.3. Registration and Listing. Following the Closing Date, 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.


 






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


 


(i) During the Investment Period, 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; provided, however, that Investor’s satisfaction with the results of such due diligence shall
not be a condition precedent to the Company’s right to deliver to the Investor any VWAP Purchase Notice or the settlement thereof
after the Commencement Date.


 


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).


 


(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.


 






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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.


 






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(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 or
the Investor has given notice to the other party 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. Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set
forth in this Section 7.1 on the Closing Date.


 


(i) Accuracy of the Investor’s
Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (a) that are not
qualified by “materiality” shall be true and correct in all material respects as of the Closing 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” shall be true and correct as of
the Closing 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.


 


(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 be true and correct in all material respects as
of the Closing 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 be true and correct as of the Closing 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) Closing Deliverables.
At the Closing, counterpart signature pages of the Registration Rights Agreement executed by each of the parties hereto shall be delivered
as provided in Section 2.2. Simultaneously with the execution and delivery of the Registration Rights Agreement, the Investor’s
counsel shall have received (a) the opinions of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to
by the Company and the Investor prior to the Closing Date and (b) the closing certificate from the Company, dated the Closing Date, in
the form of Exhibit B hereto.


 


(iv) Business Combination.
On or prior to the Closing Date, the transactions contemplated by the Business Combination Agreement, including the Business Combination,
shall have occurred.


 


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; provided that the condition precedent set forth in Section 7.2(iii) shall be deemed satisfied within ten business days
of the consummation of the Business Combination unless the Investor shall have delivered prior written notice to the Company that
such condition precedent cannot be satisfied in its reasonable judgment.


 






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(i) Accuracy of the Company’s
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall have been
true and correct 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.


 


(ii) 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”).


 


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


 


(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).


 




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(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 (up to the Exchange Cap, to the extent applicable) 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.


 


(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.


 




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(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 Closing
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) FINRA. On or prior
to the Commencement Date, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness
of the terms and arrangements of the transactions contemplated by the Transaction Documents.


 


(xix) 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.


 


(xx) 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.


 


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


 


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 (ii), (vii) through (xiv), and (xvii) and (xviii) 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 Section 7.2(ii)
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) 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 VWAP Purchase Condition Satisfaction Time 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 VWAP Purchase Condition Satisfaction Time 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) 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.


 


(iv) 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.


 






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(v) 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.


 


(vi) 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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(vii) 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.


 


(viii) 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).


 


(ix) 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.


 


(x) 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.


 


(xi) 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.


 


(xii) 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, (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, 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, and (v) the termination of the Business Combination Agreement prior to the closing of the
Business Combination.


 


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 Upfront Commitment Fee 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 statement or
announcement, with respect to such termination, the Company shall consult with the Investor and its counsel 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 event constituting a Material Adverse Effect has occurred and is
continuing or prior to Commencement, constituting a failure of a condition set forth in Section 7.2, which cannot be cured within 10
business days; (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 (or if the Common Stock is then listed on a Principal
Market, trading in the Common Stock on such 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. In addition, the Investor shall have the right to terminate this Agreement immediately if, on the seventh Trading Day
following the closing of the Business Combination, the aggregate market value of the outstanding Common Equity, is less than $100
million (calculated by multiplying (x) the price at which the Common Stock of the Company closed on the Principal Market on such
date by (y) the number of outstanding shares of Common Equity as of such date) as of that date. 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 (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on
such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable
rules and regulations of the Principal Market (or such Principal Market, as applicable)) 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 on the Commencement Date and shall be non-refundable
when paid in accordance with Section 10.1(ii) hereof, 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. 


 






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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 and documented 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 B 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; provided that the Investor shall
promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdiction
determines in a non-appealable final judgment that any Investor Party was not entitled to such reimbursement.


 


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).


 






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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 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 reasonably 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 and documented 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 and documented 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 9.2(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.


 






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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 reasonable and documented 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 and $25,000 per fiscal quarter 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 stock
transfer taxes and duties (excluding for the avoidance of doubt any income taxes) levied in connection with issuance of the Shares pursuant
hereto.


 


(ii) Upfront Commitment Fee.
In consideration for the Investor’s execution and delivery of this Agreement on the Closing Date, the Company shall issue to the
Investor the Upfront Commitment Fee on 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 Day 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 when such amount is paid in accordance
with this Section 10.1(ii) on the Commencement Date and shall be non-refundable, regardless of whether any VWAP Purchases are made or
settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 11.1(ii), the Commitment Shares
shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to
the provisions of subsection (iv) of this Section 11.1, the certificate or book-entry statement representing the Commitment Shares shall
bear the restrictive legend set forth below in subsection (iii) of this Section 11.1. The Commitment Shares shall constitute Registrable
Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included
therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement
and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the
Registration Rights Agreement. For the avoidance of doubt, all of the Commitment Shares and the entire amount shall be fully earned by
the Investor and shall be non-refundable as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder
or any subsequent termination of this Agreement.


 






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(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):


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT
TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Notwithstanding the foregoing and 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 or its designees’ 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.


 


(iv) 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 (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.


 






    46


     


    

 


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.


 






    47


     


    

 


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:


PropTech Investment Corporation II

3415 N. Pines Way, Suite 204

Wilson, WY


Telephone Number: (310) 954-9665


Attention: Thomas D. Hennessy


 


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


Winthrop & Weinstine, P.A.


Capella Tower, Suite 3500

225 South 6th Street

Minneapolis, MN 55402-4629


Email: dwiller@winthrop.com; pcolton@winthrop.com


Attention: Dean D. Willer; Philip T. Colton


 


If to the Investor:


 


CF Principal Investments LLC


499 Park Avenue


New York, NY 10022


Attention: COO


Email: CFPINotices@cantor.com


 






    48


     


    

 


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.


 


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.


 






    49


     


    

 


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.


 


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, 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.


 






    50


     


    

 


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. Trust Account Waiver. Notwithstanding anything else in this Agreement, the Investor acknowledges that it has
read the Company’s prospectus dated December 3, 2020, and understands that the Company has established a trust account at J.P. Morgan
Chase Bank, N.A. (the “Trust Fund”) for the benefit of the Company’s public shareholders and that the Company may disburse
monies from the Trust Fund only (a) to the Company’s public shareholders in the event they elect to convert their ordinary shares
into cash in accordance with the Company’s amended and restated memorandum and articles of association and/or the liquidation of
the Company or (b) to the Company after, or concurrently with, the consummation of a business combination. The Investor further acknowledges
that, if the transactions contemplated by the Business Combination Agreement, or, upon termination of the Business Combination Agreement,
another business combination, are not consummated by December 3, 2022, or such later date as shall be set forth in an amendment to the
Company’s amended and restated memorandum and articles of association for the purpose of extending the date by which the Company
must complete a business combination, the Company will be obligated to return to its shareholders the amounts being held in the Trust
Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind
against the Company to collect from the Trust Fund any monies that may be owed to them by the Company for any reason whatsoever, including
but not limited to a breach of this Agreement by the Company or any negotiations, agreements or understandings with the Company (whether
in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph
will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not limit the rights
of the Company or its shareholders at or following the Closing.


 


Section
10.17. 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.


 






    51


     


    

 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


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.


 


	 	PropTech
    Investment Corporation II :
		 	 
	 	By:	      
	 	Name:	Thomas Hennessy
		Title:	Co-Chief
    Executive Officer and President
	 	By:	       
		Name:	Joseph
    Beck
		Title:	Co-Chief
    Executive Officer and Chief Financial Officer


 





	 	CF Principal
    Investments LLC
	 	 
	 	By:	      
		Name:	Mark Kaplan
	 	Title:	Authorized
    Signatory


 


[Signature Page to Equity Line Agreement]


 




     


     


    

 


ANNEX I TO THE 


COMMON STOCK PURCHASE AGREEMENT 


DEFINITIONS


 


“Accountant” shall have the meaning assigned
to such term in Section 5.7(iii) of this Agreement.


 


“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.


 


“Aggregate Limit” shall have the meaning
assigned to such term in Section 2.1 of this Agreement.


 


“Agreement” shall have the meaning assigned
to such term in the introductory paragraph hereto.


 


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


 


“Anti-Corruption Laws” shall have the meaning
assigned to such term in Section 5.23 of this Agreement.


 


“Applicable Laws” shall have the meaning
assigned to such term in Section 5.15 of this Agreement.


 


“Authorizations” shall have the meaning assigned
to such term in Section 5.15 of this Agreement.


 


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


 


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


 


“Base Price” means a price per Share equal
to the Minimum Price (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split
or other similar transaction that occurs on or after the date of this Agreement).


 


“Beneficial Ownership Limitation” shall have
the meaning assigned to such term in Section 3.4 of this Agreement.


 


“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.


 




     


     


    

 


“Bring-Down Opinion” shall have the meaning
assigned to such term in Section 6.15 of this Agreement.


 


“Broker-Dealer” shall have the meaning assigned
to such term in Section 6.13 of this Agreement.


 


“CCPA” shall have the meaning assigned to
such term in Section 5.44(i) of this Agreement.


 


“CF&CO” shall have the meaning assigned
to such term in the recitals of this Agreement.


 


“Closing Date” shall be the date of the consummation
of the Business Combination.


 


“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.


 


“Code” shall have the meaning assigned to
such term in Section 5.32 of this Agreement.


 


“Commencement” shall have the meaning assigned
to such term in Section 3.1 of this Agreement.


 


“Commencement Date” shall have the meaning
assigned to such term in Section 3.1 of this Agreement.


 


“Commencement Irrevocable Transfer Agent Instructions”
shall have the meaning assigned to such term in Section 10.1(iii).


 


“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-4 filed by the Company with the Commission, including any related prospectus or prospectuses,
for the registration of the Common Stock to be issued pursuant to the Business Combination Agreement, on file with the Commission at
the time such registration statement became effective, including the financial statements, schedules, exhibits and all other
documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the effective date
of such registration statement under the Securities Act, (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-4, in the form in which such proxy statement or prospectus has most recently been filed with the
Commission pursuant to Rule 424(b) under the Securities Act, (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 the Commitment Effective Time, including, without limitation, the Current Report, (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 and heretofore
shall be incorporated by reference therein.


 






     


     


    

 


“Commitment Shares” shall mean the number
of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock equal to the quotient obtained by dividing (i)
$2,000,000 and (ii) the closing price of the Common Stock on the Principal Market on the Upfront Determination Date.


 


“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.


 


“Company” shall have the meaning assigned
to such term in the introductory paragraph of this Agreement.


 


“Compliance Certificate” shall have the meaning
assigned to such term in Section 7.2(ii) of this Agreement.


 


“Confidential Data” shall have the meaning
assigned to such term in Section 5.44(i) of this Agreement.


 


“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.


 


“Current Report” shall have the meaning assigned
to such term in Section 2.3 of this Agreement.


 


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


 


“Damages” shall have the meaning assigned
to such term in Section 9.1 of this Agreement.


 


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


 


“DWAC” shall have the meaning assigned to
such term in Section 5.41 of this Agreement.


 


“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.


 


“Entity” shall have the meaning assigned
to such term in Section 5.43 of this Agreement.


 


“Environmental Laws” shall have the meaning
assigned to such term in Section 5.22 of this Agreement.


 


“Excess Shares” shall having the meaning
assigned to such term in Section 3.1 of this Agreement.


 


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


 


“Exchange Cap” shall have the meaning assigned
to such term in Section 3.3(i) of this Agreement.


 


“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.


 


“FDA” shall have the meaning assigned to
such term in Section 5.21 of this Agreement.


 






     


     


    

 


“FINRA” shall have the meaning assigned to
such term in Section 4.3 of this Agreement.


 


“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.


 


“GAAP” shall have the meaning assigned to
such term in Section 5.7(ii) of this Agreement.


 


“GDPR” shall have the meaning assigned to
such term in Section 5.44(ii) of this Agreement.


 


“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.


 


“Indebtedness” shall have the meaning assigned
to such term in Section 5.12 of this Agreement.


 






     


     


    

 


“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.


 


“Investor” shall have the meaning assigned
to such term in the introductory paragraph of this Agreement.


 


“Investor Party” shall have the meaning assigned
to such term in Section 9.1 of this Agreement.


 


“IT Systems” shall have the meaning assigned
to such term in Section 5.44(i) of this Agreement.


 


“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.


 


“Minimum Price” shall have the meaning
assigned to such term in Nasdaq Listing Rule 5635(d).


 


“Money Laundering Laws” shall have the meaning
assigned to such term in Section 5.24 of this Agreement.


 


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


 


“OFAC” shall have the meaning assigned to
such term in Section 5.43 of this Agreement.


 


“Permits” shall have the meaning assigned
to such term in Section 5.21 of this 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.


 


“Personal Data” shall have the meaning assigned
to such term in Section 5.44(i) of this Agreement.


 


“Policies” shall have the meaning assigned
to such term in Section 5.44(ii) of this Agreement.


 




     


     


    

 


“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.


 


“Privacy Laws” shall have the meaning assigned
to such term in Section 5.44(ii) of this Agreement.


 


“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.


 


“Regulation D” shall have the meaning assigned
to such term in the recitals of this Agreement.


 


“Restricted Period” shall have the meaning
assigned to such term in Section 6.9(i) of this Agreement.


 


“Restricted Persons” shall have the meaning
assigned to such term in Section 6.9(i) of this 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.


 


“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.


 




     


     


    

 


“Sanctioned Countries” shall have the meaning
assigned to such term in Section 5.43 of this Agreement.


 


“Sanctions” shall have the meaning assigned
to such term in Section 5.43 of this Agreement.


 


“Sarbanes-Oxley Act” shall have the meaning
assigned to such term in Section 5.7(iii) of this Agreement.


 


“Section 4(a)(2)” shall have the meaning
assigned to such term in the recitals of this Agreement.


 


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


 


“Share Delivery Deadline” shall have the
meaning set forth in Section 3.2 of this Agreement.


 


“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.


 


“Subordinated Seller Notes” means, collectively,
the Amended and Restated Subordinated Promissory Note, dated April 30, 2018, by and between CCM Property Management LLC and Renters Warehouse
Oklahoma, LLC, the Subordinated Promissory Note, dated January 1, 2016, by and between Renters Warehouse Arizona, LLC, Renters Warehouse,
LLC, and Renters Warehouse Arizona, Inc., the Amended and Restated Subordinated Promissory Note, dated March 1, 2019, by and between Worth
Clark, Inc. and RW OpCo, LLC, the Subordinated Promissory Note, dated January 2, 2019, by and between RW OA Acquisition, LLC, RW OpCo,
LLC, and Own America, LLC, the Second Amended and Restated Subordinated Promissory Note, dated January 10, 2020, by and between Renters
Warehouse Texas, LLC and North Texas Homes, LLC, the Eighth Amended and Restated Subordinated Promissory Note, dated February 7, 2022,
by and between Renters Warehouse New Jersey, LLC and Realty Solutions, LLC, the Amended and Restated Subordinated Promissory Note, dated
April 19, 2018, by and between Renters Warehouse Texas, LLC, Renters Warehouse, LLC, Ray Davis, and Tahoe Services, Inc., and the Amended
and Restated Subordinated Promissory Note, dated February 11, 2019, by and between Renters Warehouse Texas, LLC, Renters Warehouse, LLC,
and Palo Duro Ventures, LLC.


 


“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) 90% of the Closing Sale Price
on the Trading Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase
Notice.


 


“Total Commitment” shall have the meaning
assigned to such term in Section 2.1.


 


“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 the number
of Commitment Shares payable to the Investor on the Commencement Date.


 




     


     


    

 


“Upfront Determination Date” shall mean the
earlier to occur of (i) the second Trading Day prior to the filing of the Initial Registration Statement and (ii) the date that the Investor
sends an invoice to the Company for the Upfront Commitment Fee.


 


“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.


 


“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. 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 Amount” shall have the meaning
assigned to such term in Section 3.2 of this Agreement.


 


“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 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 Condition Satisfaction Time”
shall have the meaning assigned to such term in Section 7.3 of this Agreement.


 


“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.


 


“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-eight percent (98.0%)
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, 4:00 p.m., New York City time, on the applicable VWAP Purchase Date, or 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.


 




     


     


    

 


EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


[TO BE FURNISHED SEPARATELY]


 




     


     


    

 


EXHIBIT B


CLOSING CERTIFICATE 


[●], 2022


 


The undersigned, the [●] of [PropTech Investment Corporation
II (t/b/k/a Appreciate Holdings, Inc.)], a Delaware corporation (the “Company”), delivers this certificate in
connection with the Common Stock Purchase Agreement, dated as of May 17, 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 (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. Attached hereto as Exhibit A is a true, complete and correct
copy of the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, as filed with the Secretary
of State of the State of Delaware (the “Certificate of Incorporation”). The Certificate of Incorporation of
the Company has not been further amended or restated, and no document with respect to any amendment to the Certificate of Incorporation
of the Company has been filed in the office of the Secretary of State of the State of Delaware since the date shown on the face of the
state certification relating to the Certificate of Incorporation, which is in full force and effect on the date hereof, and no action
has been taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.


 


3. Attached hereto as Exhibit B is a true and complete copy
of the Amended and Restated Bylaws of the Company, as amended and restated through, and as in full force and effect on, the date hereof
(the “Bylaws”), and no proposal for any amendment, repeal or other modification to the Bylaws of the Company
has been taken or is currently pending before the Board of Directors or stockholders of the Company.


 


4. The Board of Directors of the Company has approved the transactions
contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect
as of the date hereof. Attached hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the
Board of Directors of the Company via unanimous written consent on May 13, 2022.


 


5. Each person who, as an officer of the Company, or as attorney-in-fact
of an officer of the Company, signed the Transaction Documents to which the Company is a party, was duly elected, qualified and acting
as such officer or duly appointed and acting as such attorney-in-fact, and the signature of each such person appearing on any such document
is his genuine signature.


 


IN WITNESS WHEREOF, I have signed my name as of the date first
above written.


 





	 	Name:
	 	Title:


 




     


     


    

 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


The undersigned, the [●] of [PropTech Investment Corporation
II (t/b/k/a Appreciate Holdings, Inc.)], a Delaware corporation (the “Company”), delivers this certificate in
connection with the Common Stock Purchase Agreement, dated as of May 17, 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.


 







     


     


    

 


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


 





	 	By:	 
	 	Name: 	 
	 	Title:	 


 




     


     


    

 


EXHIBIT D


FORM OF VWAP PURCHASE NOTICE


 


	From:	[PropTech Investment Corporation II (t/b/k/a Appreciate Holdings, 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 [PropTech Investment Corporation II (t/b/k/a Appreciate
Holdings, Inc.)], a Delaware corporation (the “Company”), and CF Principal Investments LLC (the “Investor”),
dated May 17, 2022, 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), or $[●], being the higher price set forth by the Company
(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: