Form 8-K

8-K — Beneficient

Accession: 0001493152-26-032323

Filed: 2026-07-07

Period: 2026-06-30

CIK: 0001775734

SIC: 6199 (FINANCE SERVICES)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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8-K

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0001775734

2026-06-30

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2026-06-30

0001775734

BENF:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockParValue0.001PerShareAndOneShareOfSeriesConvertiblePreferredStockParValue0.001PerShareMember

2026-06-30

iso4217:USD

xbrli:shares

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): June 30, 2026

Beneficient

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-41715

72-1573705

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

325

North St. Paul Street, Suite 4850

Dallas,

Texas 75201

(Address

of Principal Executive Offices, and Zip Code)

(214)

445-4700

Registrant’s

Telephone Number, Including Area Code

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

of Class A common stock, par value $0.001 per share

BENF

Nasdaq

Stock Market LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible

preferred stock, par value $0.001 per share

BENFW

Nasdaq

Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

previously disclosed, on June 27, 2023, Beneficient, a Nevada corporation (the “Company”), entered into a Standby Equity

Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby the Company had the right, but not

the obligation, to sell to Yorkville up to $250.0 million of Class A common stock, par value $0.001 per share (the “Class A common

stock”), at the Company’s request any time during the commitment period commencing on June 27, 2023 and terminating on the

36-month anniversary of such date.

June 26, 2026, the Company entered into an amended and restated SEPA (such agreement, the “A&R SEPA”), to (i) provide

that the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of Class A common stock on the terms

and conditions set forth therein and (ii) provide that Yorkville will advance to the Company the principal amount of $4.0 million

evidenced by promissory notes convertible into shares of Class A common stock (each, a “Promissory Note” and together, the

“Promissory Notes”). On June 30, 2026, the Company issued a Promissory Note to Yorkville in the aggregate principal amount

of $2.0 million, subject to an original issue discount of 5%, which resulted in gross proceeds to the Company of approximately $1.8 million

(such issuance, the “First Closing”), which was received on July 1, 2026.

The

Promissory Note will mature on June 30, 2027 (the “Maturity Date”). The Promissory Note bears interest at 5.0% per annum,

subject to a potential increase to 18.0% per annum (or the maximum amount permitted by applicable law) upon the occurrence of an Event

of Default (as defined in the Promissory Note), for so long as such Event of Default remains uncured.

The

Promissory Note is convertible at the option of the holder into Class A common stock equal to the applicable Conversion Amount (as defined

below) divided by the Conversion Price. The “Conversion Price” means, as of any conversion, the lower of (a) $5.6064, which

such price was 150% of the VWAP reported by Bloomberg on the trading day immediately prior to the date of the First Closing, or (b) 92.0%

of the lowest daily VWAP of the Class A common stock during the five trading days immediately prior to such conversion. The “Floor

Price” (solely with respect to the variable component of the Conversion Price) is $0.89 per share of Class A common stock, subject

to the Company’s right to further reduce the Floor Price upon written notice to Yorkville. The Promissory Notes may be converted

in whole or in part, at any time and from time to time, subject to the Exchange Cap (as defined in the A&R SEPA). Notwithstanding

the Exchange Cap and assuming interest at 5% through the Maturity Date, the maximum number of shares issuable upon conversion of the

Promissory Notes is 4,719,101. The Conversion Amount with respect to any requested conversion will equal the principal amount requested

to be converted plus all accrued and unpaid interest on the Promissory Notes as of such conversion (the “Conversion Amount”).

In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with certain

related parties would beneficially own in excess of 4.99% of the Class A common stock outstanding immediately after giving effect to

such conversion, subject to certain adjustments.

Under

the terms of the A&R SEPA, the Company will issue an additional Promissory Note to Yorkville in the aggregate principal amount of

$2.0 million on the second trading day after the date the Registration Statement (as defined in the A&R SEPA) is declared effective

by the Securities and Exchange Commission (the “SEC”).

The

material terms of the A&R SEPA and the Promissory Notes were reported under Item 9B of the Company’s Annual Report on Form

10-K filed with the SEC on June 30, 2026 and are incorporated herein by reference.

The

foregoing descriptions of the A&R SEPA and the form of Promissory Note do not purport to be complete and are qualified in their entirety

by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report

on Form 8-K and are incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

10.1*

Standby Equity Purchase Agreement by and between Beneficient and YA II PN, Ltd., dated June 26, 2026 (refiled due to formatting issues).

10.2

Form of Promissory Note (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 30, 2026).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Schedules

and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company

agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

BENEFICIENT

By:

/s/

Gregory W. Ezell

Name:

Gregory

W. Ezell

Title:

Chief

Financial Officer

Dated:

July 7, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED

AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT

THIS

AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 26, 2026 and effective

as of the Effective Date is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”),

and BENEFICIENT, a company incorporated under the laws of the State of Nevada (the “Company”). The Investor

and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS,

the Investor and the Company are parties to that certain Standby Equity Purchase Agreement, dated as of June 27, 2023 (the “Original

Agreement”);

WHEREAS,

the Investor and the Company desire to amend and restate the Original Agreement in its entirety to reduce the commitment size of

the Original Agreement and extend its maturity on the terms and conditions set forth herein;

WHEREAS,

the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and

sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $100 million of the

Company’s shares of Class A common stock, par value $0.001 per share (the “Common Shares”);

WHEREAS,

the Common Shares are listed for trading on the Nasdaq Stock Market under the symbol “BENF;”

WHEREAS,

the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of

1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other

exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions

to be made hereunder;

WHEREAS,

the Parties are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration

Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the

Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and

WHEREAS,

in consideration of the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment

Shares pursuant to and in accordance with Section 12.04.

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree that the Original Agreement is hereby amended

and restated in its entirety as follows:

Article

I. Certain 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. Pre-Paid Advances

Section

2.01 Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor

shall advance to the Company the principal amount of $4,000,000 (the “Pre-Paid Advance”), which shall be evidenced

by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”) in two

tranches. The first tranche of the Pre-Paid Advance shall be in a principal amount of $2,000,000 and, subject to the satisfaction of

the conditions set forth in Annex II attached hereto, advanced on the second Trading Day after the Company files its Annual Report

on Form 10-K for the fiscal year ended March 31, 2026 (the “2026 10-K”) with the SEC (the “First Pre-Advance

Closing”), and the second tranche of the Pre-Paid Advance shall be in a principal amount of $2,000,000 and, subject to the

satisfaction of the conditions set forth in Annex II attached hereto, advanced on the second Trading Day after the initial Registration

Statement is first declared effective by the SEC (the “Second Pre-Advance Closing”) (each of the First Pre-Advance

Closing and the Second Pre-Advance Closing individually referred to as a “Pre-Advance Closing” and collectively referred

to as the “Pre-Advance Closings”).

Section

2.02 Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation.

The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the Company files the 2026

10-K with the SEC, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed

to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading

Day after the initial Registration Statement is first declared effective by the SEC, provided that the conditions set forth on Annex

II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing,

the Investor shall advance to the Company the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount in

the amount equal to 5% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due, in immediately

available funds to an account designated by the Company in writing, and the Company shall deliver a Promissory Note with a principal

amount equal to the full amount of the applicable tranche of the Pre-Paid Advance, duly executed on behalf of the Company.

-2-

Article

III. Advances

Section

3.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company,

at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall subscribe

for and purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices, provided (x) no balance is outstanding

under a Promissory Note, or, (y) if there is a balance outstanding under a Promissory Note, then in accordance with ‎Section 3.01(a)(iii)

hereof, on the following terms:

(a) Advance

Notice. At any time during the Commitment Period, the Company may require the Investor

to purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction

or waiver by the Investor of the conditions set forth in Annex III, and in accordance

with the following provisions:

(i) The

Company shall, in its sole discretion, select the number of Advance Shares, not to exceed

the Maximum Advance Amount (unless otherwise agreed to in writing by the Company and the

Investor), it desires to issue and sell to the Investor in each Advance Notice, the time

it desires to deliver each Advance Notice, and the Pricing Period to be used.

(ii) There

shall be no mandatory minimum Advances and there shall be no non-usage fee for not utilizing

the Commitment Amount or any part thereof.

(iii) For

so long as any amount remains outstanding under a Promissory Note, without the prior written

consent of the Investor, the Company may only submit an Advance Notice if (A) an Amortization

Event has occurred and the obligation of the Company to make monthly prepayments under the

Promissory Note have not ceased, and (B) the aggregate purchase price owed to the Company

from such Advances (“Advance Proceeds”) is paid by the Investor by offsetting

an amount equal to the Advance Proceeds against an equal amount outstanding under the subject

Promissory Note (applied first towards accrued and unpaid interest, and then towards outstanding

principal), provided however, with the prior consent of the Investor, the Advance Proceeds,

or a portion thereof, may be paid to the Company in cash in immediately available funds.

(b) [RESERVED]

of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with

the instructions set forth on the bottom of Exhibit C attached hereto. An Advance

Notice selecting an Option 1 Pricing Period shall only be delivered on a Trading Day and

shall be deemed delivered on the day such notice is received by e-mail. An Advance Notice

selecting an Option 2 Pricing Period shall be deemed delivered on (i) the day it is received

by the Investor if such notice is received by e-mail at or before 9:00 a.m. New York City

time (or at such later time if agreed to by the Investor in its sole discretion), or (ii)

the immediately succeeding day if it is received by e-mail after 9:00 a.m. New York City

time. Upon receipt of an Advance Notice, the Investor shall promptly (and, with respect to

an Advance Notice selecting an Option 1 Pricing Period, in no event more than one-half hour

after receipt) provide written confirmation (which may be by e-mail) of receipt of such Advance

Notice, and which confirmation, in the case of an Advance Notice selecting an Option 1 Pricing

Period, shall specify the commencement time of the Option 1 Pricing Period.

-3-

Section

3.02 Advance Limitations, Regulatory. Regardless of the Advance requested in an Advance Notice, and notwithstanding any provision

to the contrary herein, the final number of Shares to be issued and sold pursuant to such Advance Notice shall be reduced (if at all)

in accordance with each of the following limitations:

(a) Ownership

Limitation; Commitment Amount. At the request of the Company, the Investor shall inform

the Company of the number of Common Shares the Investor beneficially owns. Notwithstanding

anything to the contrary contained in this Agreement, the Investor shall not be obligated

to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement

which, when aggregated with all other Common Shares 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 a number of Common Shares exceeding 4.99% of the then

outstanding voting power or number of Common Shares (the “Ownership Limitation”).

Upon the request of the Investor, the Company shall promptly (but no later than the next

Business Day on which the transfer agent for the Common Shares is open for business) confirm

orally or in writing to the Investor the number of Common Shares then outstanding. In connection

with each Advance Notice, any portion of an Advance that would (i) cause the Investor to

exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold

to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn

with no further action required by the Company, and such Advance Notice shall be deemed automatically

modified to reduce the Advance by an amount equal to such withdrawn portion; provided that

in the event of any such automatic withdrawal and automatic modification, the Investor will

promptly notify the Company of such event.

(b) Registration

Limitation. In no event shall an Advance exceed the number of Common Shares registered

in respect of the transactions contemplated hereby under the Registration Statement then

in effect (the “Registration Limitation”). In connection with each Advance

Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically

be withdrawn with no further action required by the Company and such Advance Notice shall

be deemed automatically modified to reduce the aggregate amount of the requested Advance

by an amount equal to such withdrawn portion; provided that in the event of any such automatic

withdrawal and automatic modification, the Investor will promptly notify the Company of such

event.

with Rules of Principal Market. Notwithstanding anything to the contrary herein, the

Company shall not effect any sales under this Agreement and the Investor shall not have the

obligation to purchase Common Shares under this Agreement to the extent (but only to the

extent) that after giving effect to such purchase and sale the aggregate number of Common

Shares issued under this Agreement (including, without limitation, any Commitment Shares

and Common Shares underlying the Promissory Notes) would exceed 2,902,241 (representing 19.99%

of the aggregate number of Common Shares and the Class B Common Stock (defined below) issued

and outstanding as of the signing of this Agreement (subject to adjustment for any stock

splits, combinations or the like)), calculated in accordance with the rules of the Principal

Market, which number shall be reduced, on a share-for-share basis, by the number of Common

Shares issued or issuable pursuant to any transaction or series of transactions that may

be aggregated with the transactions contemplated by this Agreement under the applicable rules

of the Principal Market (such maximum number of shares, the “Exchange Cap”)

provided that, the Exchange Cap will not apply if the Company’s stockholders

have approved the issuance of Common Shares pursuant to this Agreement in excess of the Exchange

Cap in accordance with the applicable rules of the Principal Market. In connection with each

Advance Notice, any portion of an Advance that would exceed the Exchange Cap shall automatically

be withdrawn with no further action required by the Company and such Advance Notice shall

be deemed automatically modified to reduce the aggregate amount of the requested Advance

by an amount equal to such withdrawn portion in respect of each Advance Notice.

-4-

(d) Volume

Threshold. In connection with an Advance Notice where the Company selects an Option 1

Pricing Period, if the total number of Common Shares traded on the Principal Market during

the applicable Pricing Period is less than the Volume Threshold, then the number of Advance

Shares issued and sold pursuant to such Advance Notice shall be reduced to the greater of

(a) 30% of the trading volume of the Common Shares on the Principal Market during such Pricing

Period as reported by Bloomberg L.P., or (b) the number of Common Shares sold by the Investor

during such Pricing Period, but in each case not to exceed the amount requested in the Advance

Notice.

Section

3.03 Advance Limitations, Minimum Acceptable Price.

(a) With

respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify

the Investor of the Minimum Acceptable Price with respect to such Advance by indicating a

Minimum Acceptable Price on such Advance Notice. If no Minimum Acceptable Price is specified

in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with

such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect

to each Advance Notice with a Minimum Acceptable Price, the VWAP of the Common Shares is

below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B)

there is no VWAP (each such day, an “Excluded Day”), shall result in an

automatic reduction to the number of Advance Shares set forth in such Advance Notice by one

third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”),

and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of

determining the Market Price.

(b) The

total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions

have been made to arrive at the Adjusted Advance Amount) shall be automatically increased

by such number of Common Shares (the “Additional Shares”) equal to the

greater of (a) the number of Common Shares sold by the Investor on such Excluded Day(s),

if any, or (b) such number of Common Shares elected to be subscribed for by the Investor,

and the subscription price per share for each Additional Share shall be equal to the Minimum

Acceptable Price in effect with respect to such Advance Notice multiplied by 97%, provided

that this increase shall not cause the total Advance Shares to exceed the amount set forth

in the applicable Advance Notice or any limitations set forth in ‎Section 3.02.

-5-

Section

3.04 Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and

agree that upon the Investor’s receipt of a valid Advance Notice from the Company the Parties shall be deemed to have entered into

an unconditional contract binding on both Parties for the purchase and sale of the applicable number of Advance Shares pursuant to such

Advance Notice in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to ‎Section 7.21,

the Investor may sell Common Shares during the Pricing Period for such Advance Notice (including with respect to any Advance Shares subject

to such Pricing Period).

Section

3.05 Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”)

shall take place as soon as practicable on or after each applicable Advance Date in accordance with the procedures set forth below. The

Company acknowledges that the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably

bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination

of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth

below:

(a) On

or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document

along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting

service reasonably agreed to by the parties) indicating the VWAP for each of the Trading

Days during the Pricing Period or period for determining the applicable Conversion Price,

in each case in accordance with the terms and conditions of this Agreement.

(b) Promptly

after receipt of the Settlement Document with respect to each Advance (and, in any event,

not later than one Trading Day after such receipt), the Company will, or will cause its transfer

agent to, electronically transfer such number of Advance Shares to be purchased by the Investor

(as set forth in the Settlement Document) by crediting the Investor’s account or its

designee’s account at the Depository Trust Company through its Deposit Withdrawal at

Custodian System or by such other means of delivery as may be mutually agreed upon by the

parties hereto, and transmit notification to the Investor that such share transfer has been

requested. Promptly upon receipt of such notification, the Investor shall pay to the Company

the aggregate purchase price of the Shares (as set forth in the Settlement Document) either

(i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization

Event, in cash in immediately available funds to an account designated by the Company in

writing and transmit notification to the Company that such funds transfer has been requested,

or (ii) in the case of an Advance Notice submitted after the occurrence of an Amortization

Event, unless otherwise agreed in writing by the Investor, as an offset of amounts owed under

the Promissory Note as described in Section 3.01(b). No fractional shares shall be issued,

and any fractional shares that would otherwise be issued in connection with an Advance shall

be rounded to the next higher whole number of shares. To facilitate the transfer of the Common

Shares by the Investor, the Common Shares will not bear any restrictive legends so long as

there is an effective Registration Statement covering the resale of such Common Shares (it

being understood and agreed by the Investor that notwithstanding the lack of restrictive

legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution

set forth in the Prospectus included in the applicable Registration Statement and otherwise

in compliance with the requirements of the Securities Act (including any applicable prospectus

delivery requirements) or pursuant to an available exemption).

-6-

or prior to the Advance Date, each of the Company and the Investor shall deliver to the other

all documents, instruments and writings expressly required to be delivered by either of them

pursuant to this Agreement in order to implement and effect the transactions contemplated

herein.

(d) Notwithstanding

anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the

Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company

notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall

end and the final number of Advance Shares to be purchased by the Investor at the Closing

for such Advance shall be equal to the number of Common Shares sold by the Investor during

the applicable Pricing Period prior to the notification from the Company of a Material Outside

Event or Black Out Period.

Section

3.06 Hardship. In the event the Company fails to perform its obligations as mandated in this Agreement after the Investor’s

receipt of an Advance Notice, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article

VI hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific

performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),

as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the

event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such

breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market), without the

posting of a bond or other security, the terms and provisions of this Agreement.

Article

IV. Representations and Warranties of the Investor

The

Investor represents, warrants, and covenants to the Company, as of the date hereof, as of each Advance Notice Date and as of each Advance

Date that:

Section

4.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the

Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents

to which it is a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution

and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations

hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other

proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents

to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the Transaction Documents

to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance

thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in

accordance with its terms.

-7-

Section

4.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable

of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares and of protecting

its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the

Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section

4.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the

Transaction Documents, and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax

advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or

any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s

acquisition of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor

acknowledges that the Investor may lose all or a part of its investment.

Section

4.04 Investment Purpose. The Investor is acquiring the Common Shares and any Promissory Note 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, except pursuant to sales

registered under or exempt from the registration requirements of the Securities Act; 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 this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding,

directly or indirectly, with any Person to sell or distribute any of the Shares. 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 any such Prospectus is related to the resale of Shares issuable pursuant

to Advance Notices. The Investor is acquiring the Shares and the Promissory Notes hereunder in

the ordinary course of its business.

Section

4.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)

of Regulation D.

Section

4.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to

the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.

The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management

and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor

or its advisors (and its counsel), 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. The Investor acknowledges and agrees that the Company

has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of

the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.

The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,

as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

-8-

Section

4.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,

controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that

term is defined in Rule 405 promulgated under the Securities Act).

Section

4.08 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has

engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection

with any offer or sale of the Common Shares by the Investor.

Section

4.09 Trading Activities. The Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any

understanding with the Investor, engaged in any transactions in the securities of the Company (including, without limitation, any Short

Sale involving the Company’s securities) during the period commencing as of the time that the Investor first contacted the Company

or the Company’s agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately

prior to the execution of this Agreement by the Investor.

Article

V. Representations and Warranties of the Company

Except

as set forth in the SEC Documents, the Company represents and warrants to the Investor that, as of the date hereof, each Advance Notice

Date and each Advance Date (other than representations and warranties which address matters only as of a certain date, which shall be

true and correct as written as of such certain date):

Section

5.01 Organization and Qualification. The Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of their respective jurisdiction of organization and has the requisite power and authority to own

its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do

business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary,

except to the extent that the failure to be so qualified or be in good standing has not had and would not be reasonably expected to have,

individually or in the aggregate, a Material Adverse Effect.

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Section

5.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority

to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance

with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and

the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the

Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further

consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction

Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company

and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will

be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms,

except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and

except as rights to indemnification and to contribution may be limited by federal or state securities law.

Section

5.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased

by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors

of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided

herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security

interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar

rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof

set forth in or incorporated into the Prospectus. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company

shall have reserved from its duly authorized capital stock not less than the number of shares of Common Shares issuable upon conversion

of all Promissory Notes (assuming for purposes hereof that (x) such Promissory Note is convertible at a conversion price equal to the

Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion

of the Promissory Note set forth therein).

Section

5.04 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by

the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not

(i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with

respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which

the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including

federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of

the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations

have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section

5.05 Acknowledgment. The Company understands and acknowledges that the number of Common Shares issuable upon conversion of the

Promissory Notes will increase in certain circumstances. The Company further acknowledges its obligation to issue the Common Shares upon

conversion of the Promissory Notes in accordance with the terms thereof or upon delivery of an Advance Notice is absolute and unconditional

regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Section

5.06 SEC Documents; Financial Statements. Since the Company has been subject to the requirements of Section 12 of the Exchange

Act, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant

to the Exchange Act, including, without limitation, the Current Report once required to be filed pursuant to Section 7.15, each Registration

Statement (once filed), as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement

thereto, and all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated

by reference therein (all such documents hereinafter referred to as the “SEC Documents”) and all such filings required

to be filed within the last 12 months (or since the Company has been subject to the requirements of Section 12 of the Exchange Act, if

shorter) have been made on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange

Act). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete

copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing

date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing), each of the

SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the

rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of

a material fact or omitted 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.

Section

5.07 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC

Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position

of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’

equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and

Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied

on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of

unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be

condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the

periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated

by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements

and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or

incorporated by reference in the SEC 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), not described

in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents

regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) 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 or incorporated by reference in the SEC Documents fairly presents

the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable

thereto.

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Section

5.08 Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements

for and comply with the conditions for the use of Form S-1 under the Securities Act. Each Registration Statement and the offer and sale

of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all

material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration

Statement or a Prospectus, or any amendment or supplement thereto, or to be filed as exhibits to a Registration Statement have been so

described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents

incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are

available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Advance

Notice Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering

or sale of the Shares other than a Registration Statement, the Prospectus contained therein, and any required prospectus supplement,

in each case as reviewed and consented to by the Investor.

Section

5.09 No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the

date of such Prospectus or any amendment or supplement thereto, conformed and will conform in all material respects with the requirements

of the Securities Act. At each Advance Notice Date and applicable Advance Date, the Registration Statement, and the Prospectus, as of

such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became

or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did

not, and any further documents filed and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement

of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such

document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or

omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor

specifically for use in the preparation thereof.

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Section

5.10 Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement

thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,

when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the

Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and

the Exchange Act, as applicable.

Section

5.11 Equity Capitalization.

(a) Authorized and

Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 625,000,000 Common Shares,

of which 14,488,560 are issued and outstanding, 31,250 shares of Class B common stock of the Company, par value $0.001 (the “Class

B Common Stock”), of which 29,908 are issued and outstanding, 250,000,000 shares of preferred stock, with 50,000,000 shares being

shares of Series A preferred stock, none of which are outstanding, and 4,464,408 shares of Series B preferred stock, which consist of

3,542,063 shares of Series B-1 preferred stock, 200,000 shares of Series B-2 preferred stock, 20,000 shares of Series B-3 preferred stock,

6,932 shares of Series B-4 preferred stock, 468,481 shares of Series B-5 preferred stock, 965,576 shares of Series B-6 preferred stock,

23,333 shares of Series B-7 preferred stock, 191,037 shares of Series B-8 preferred stock, 302,273 shares of Series B-9 preferred stock

and 875,214 shares of Series B-10 preferred stock, pursuant to the respective certificates of designation. As of the date hereof, the

Company has reserved 5,330,190 Common Shares for issuance to parties or Persons other than the Investor.

(b) Valid Issuance;

Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and nonassessable.

Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests

or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by the Company or any Subsidiary;

(B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating

to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company

or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries

is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants,

scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,

or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there

are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their

securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments

of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,

understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company

or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will

be triggered by the issuance of the Shares; and (F) neither the Company nor any Subsidiary has entered into any Variable Rate Transaction.

-13-

Section

5.12 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material

trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,

except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The

Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade

name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade

secrets, except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,

being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,

license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as has not had and

would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is not aware of any

facts or circumstances which might give rise to any of the foregoing.

Section

5.13 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge

of the Company or any of its Subsidiaries, has any such dispute threatened, except, in each case, as would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect.

Section

5.14 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply

in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals

required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice

alleging any failure to comply with all terms and conditions of any such permit, license or approval, except, in each of the foregoing

clauses (i), (ii) and (iii), as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material

Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution

or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface

or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,

pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the

environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling

of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices

or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

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Section

5.15 Title. Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse

Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title to its properties and material assets owned

by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material

to the business of the Company. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them

under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed

to be made of such property and buildings by the Company and its Subsidiaries.

Section

5.16 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against

such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which

the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Section

5.17 Regulatory Permits. Except as has not had and would not be reasonably expected to have, individually or in the aggregate,

a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the

appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor

any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate,

authorization or permits.

Section

5.18 Internal Accounting Controls. The Company maintains a system of internal accounting controls designed to provide reasonable

assurance that (i) transactions 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 generally accepted accounting principles and

to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific

authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the

SEC Documents as and when required.

Section

5.19 Absence of Litigation. There is no action, suit, proceeding, or, to the knowledge of the Company, inquiry or investigation,

before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company,

the Common Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have or be reasonably

expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section

5.20 Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a

Form 10-K, there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries

that would be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. Since the date of the Company’s

most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or

paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, other

than with respect to asset sales completed, pending or contemplated in connection with satisfying, repaying, or otherwise settling debt

or other obligations of the Company or its Subsidiaries, in each case consistent with the Company’s past practices, or (iii) made

any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company

nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency,

reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe

that any of their respective creditors intend to initiate involuntary bankruptcy proceedings. The Company is Solvent.

Section

5.21 Tax Status. Each of the Company and its Subsidiaries (i) has timely filed all foreign, federal and state income and all other

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except

those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification

of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company

and its Subsidiaries know of no basis for any such claim where the failure to pay would have or would be reasonably expected to have,

individually or in the aggregate, a Material Adverse Effect.

Section

5.22 Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors

of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors),

including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real

or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company,

any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director,

trustee or partner.

Section

5.23 Rights of First Refusal. The Company is not obligated to offer the Common Shares or the Promissory Notes offered hereunder

on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of

the Company, underwriters, brokers, agents or other third parties.

Section

5.24 Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing

stockholders and could significantly increase the outstanding number of Common Shares.

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Section

5.25 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting

solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.

The Company further acknowledges that the Investor is 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 hereunder and any advice given by the Investor or any of its

representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s

purchase of the Shares hereunder or the Promissory Note. The Company is aware and acknowledges that it shall not be able to request Advances

under this Agreement if a Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would

violate any rules of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and

understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.

Section

5.26 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,

brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section

5.27 Relationship of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor any person acting on its or

their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has

provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their

behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

Section

5.28 Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

Applicable Law, and 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, not complied

with Applicable Law; and no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries

with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened, except in all cases for violations which

would not reasonably be expected to have a Material Adverse Effect.

Section

5.29 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis

or has been disclosed other than in good faith.

Section

5.30 Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Law; the Company has not

received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that 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 not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws,

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 have or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section

5.31 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer

or controlled Affiliate of the Company or any director or officer of any Subsidiary, 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 U.S. Department of Treasury’s Office of Foreign

Asset Control (“OFAC”), the United Nations Security Council, the European Union, His 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”),

or (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, Zaporizhzhia and Kherson regions of Ukraine, the Donetsk People’s

Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).

Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares or any

Pre-Paid Advance, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person

(a) for the purpose of funding or facilitating 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 or Applicable Laws 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, neither the Company nor any of its

Subsidiaries has 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. Neither the Company nor

any of its Subsidiaries nor any director, officer or controlled Affiliate of the Company or any of its Subsidiaries, has ever had funds

blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

Section

5.32 General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged

or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the

offer or sale of the Common Shares.

Article

VI. Indemnification

The

Investor and the Company represent to the other the following with respect to itself:

Section

6.01 Indemnification by the Company. 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 this Agreement, the Company shall defend,

protect, indemnify and hold harmless the Investor, its investment manager, Yorkville Advisors Global, LP, and their respective Affiliates,

and each of the foregoing’s respective officers, directors, managers, members, partners, employees and agents (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls any of the

foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor

Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities

and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is

a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements

(the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out

of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for

the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to

be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will

not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information

furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach

of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document

contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the

Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that

the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to

the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

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Section

6.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in

addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold

harmless the Company and all of its officers, directors, stockholders, employees and agents (including, without limitation, those retained

in connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against

any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating

to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration

of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement

thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for

written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the

documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage

or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made

therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically

for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or

any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation

of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed

by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor

shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under

Applicable Laws.

Section

6.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of

any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee

or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying

party under this Article VI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify

the indemnifying party will not relieve it of liability under this Article VI except to the extent the indemnifying party is prejudiced

by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,

jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably

satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that

an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party

fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,

if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee

or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor

Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company

Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim

by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee

or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee

reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall

be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the

indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written

consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise

which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company

Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder,

the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article VI

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

and payment therefor is due.

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Section

6.04 Remedies. The remedies provided for in this Article VI are not exclusive and shall not limit any right or remedy which may

be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this

Article VI shall survive expiration or termination of this Agreement.

Section

6.05 Limitation of liability. Notwithstanding the foregoing, no Party shall seek, nor shall any be entitled to recover from the

other Party, punitive or exemplary damages.

Article

VII.

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 Commitment Period:

Section

7.01 Effective Registration Statement. During the Commitment Period, the Company shall maintain the continuous effectiveness of

each Registration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement;

provided, however, that in the event there are no Pre-Paid Advances outstanding, the Company shall only be required to use its commercially

reasonable efforts to maintain the continuous effectiveness of the Registration Statement and each subsequent Registration Statement

filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

Section

7.02 Registration and Listing. The Company shall cause the Common Shares 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 continue the listing and trading of its Common Shares 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. If the Company receives any final and non-appealable notice that the listing or quotation of the

Common Shares 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 Shares to be listed

or quoted on another Principal Market.

Section

7.03 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 during the Commitment Period; 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, (y) subject itself to general taxation in any such jurisdiction,

or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt

by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares for

sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of

the initiation or threat of any proceeding for such purpose.

-20-

Section

7.04 Suspension of Registration Statement.

(a) Establishment

of a Black Out Period. During the Commitment Period, the Company from time to time may

suspend the use of a Registration Statement by written notice to the Investor in the event

that the Company determines in good faith that such suspension is necessary to amend or supplement

the Registration Statement or Prospectus so that such Registration Statement or Prospectus

shall not include an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading (a “Black Out Period”).

(b) No

Sales by Investor During the Black Out Period. During such Black Out Period, the Investor

agrees not to sell any Common Shares of the Company pursuant to such Registration Statement,

but may sell shares pursuant to an exemption from registration, if available, subject to

the Investor’s compliance with Applicable Laws.

on the Black Out Period. The Company shall not impose any Black Out Period that is longer

than 15 days or in a manner that is more restrictive (including, without limitation, as to

duration) than the comparable restrictions that the Company may impose on transfers of the

Company’s equity securities by its directors and senior executive officers. In addition,

the Company shall not deliver any Advance Notice during any Black Out Period. If the public

announcement of such material, nonpublic information is made during a Black Out Period, the

Black Out Period shall terminate immediately after such announcement, and the Company shall

immediately notify the Investor of the termination of the Black Out Period.

Section

7.05 Listing of Common Shares. As of each Advance Notice Date and the applicable Advance Date, the Shares to be sold by the Company

from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal

Market, subject to official notice of issuance.

Section

7.06 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice and the First Pre-Paid Advance,

the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section

7.07 Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting

company under the Exchange Act (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) and, during

the Commitment Period, will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder)

to terminate or suspend its reporting and filing obligations under the Exchange Act.

-21-

Section

7.08 Transfer Agent Instructions. During the Commitment Period and subject to Applicable Laws, the Company shall cause (including,

if necessary, by causing legal counsel for the Company to deliver an opinion) the transfer agent for the Common Shares to remove restrictive

legends from Common Shares purchased by the Investor pursuant to this Agreement, provided that counsel for the Company shall have been

furnished with such documents as they may require for the purpose of enabling them to render the opinions or make the statements requested

by the transfer agent, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of

the covenants, obligations or conditions, contained herein.

Section

7.09 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence

of the Company during the Commitment Period.

Section

7.10 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify

the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration

Statement or related Prospectus: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental

authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments

or supplements to the Registration Statement or the Prospectus, or any request for amendments or supplements to the Registration Statement

or the Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness

of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to

the suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation

or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration

Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material

respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case

of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to

make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend

the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will

promptly make available to the Investor any such supplement or amendment to the related Prospectus); (v) the Company’s reasonable

determination that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Common Shares

shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and

other documents required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor any Advance

Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section

3.05(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i)

through (vii), inclusive, a “Material Outside Event”).

-22-

Section

7.11 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation

of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction

contemplated in such Advance Notice has been closed in accordance with ‎Section 3.05 hereof, and all Shares in connection with such

Advance have been received by the Investor.

Section

7.12 Issuance of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance

with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section

7.13 Reservation of Shares. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company shall have reserved

from its duly authorized capital stock not less than the number of Common Shares issuable upon conversion of all Promissory Notes (assuming

for purposes hereof that (x) such Promissory Note is convertible at a conversion price equal to the Floor Price as of the date of determination,

and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Note set forth therein) (the

“Maximum Conversion Shares”). Unless shareholder approval has previously been obtained, if at any time the number

of Common Shares that remain available for issuance under the Exchange Cap have an aggregate market value of less than two times the

outstanding principal balance of all Promissory Notes that are then outstanding (based on a price per Common Share equal to the average

VWAP over the prior five (5) Trading Day period), the Company shall use its commercially reasonable efforts to promptly call and hold

a special meeting of stockholders for the purpose of seeking the approval of its stockholders as required by the applicable rules of

the Principal Market, for issuances of shares in excess of the Exchange Cap, and the board of directors of the Company will recommend

that the Company’s stockholders vote in favor of such resolution.

Section

7.14 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,

will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing

and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement

thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements

of the Company’s counsel, accountants and other advisors (but not, for the avoidance of doubt, the fees and disbursements of Investor’s

counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions

of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments

or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification

of the Shares for trading on the Principal Market, and (vii) filing fees of the SEC and the Principal Market.

-23-

Section

7.15 Current Report. The Company shall, not later than 9:00 a.m., New York City time, on the first business day after the date

of this Agreement, file with the SEC a current report on Form 8-K describing all the material terms of the transactions contemplated

by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including

any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable

opportunity to comment on a draft of the Current Report including any exhibits to be filed related thereto, as applicable, prior to filing

the Current Report with the SEC and shall reasonably consider all such comments. Notwithstanding anything contained in this Agreement

to the contrary, the Company expressly agrees that from and after the filing of the Current Report with the SEC, the Company shall have

publicly disclosed all material, non-public information provided to the Investor (or the Investor’s representatives or agents)

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any)

in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each

of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with

any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the

Investor (which may be granted or withheld in the Investor’s sole discretion. Notwithstanding anything contained in this Agreement

to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available

any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the

transactions contemplated by the Transaction Documents, which, following the Effective Date would, if not so disclosed, constitute material,

non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on

the foregoing representations in effecting resales of Shares. In addition, effective upon the filing of the Current Report, the Company

acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the

Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, Affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, Affiliates,

employees or agents, on the other hand, shall terminate.

Section

7.16 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action,

or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior

to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.

Section

7.17 Use of Proceeds; Subsidiary Guaranty.

Use

of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated

herein to repay any advances or loans to any executives, directors, or employees of the Company or any Subsidiary or to make any payments

in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company

or any Subsidiary whether or not such amounts are described on the balance sheets of the Company in any SEC Documents and any Subsidiary

or described in any “Related Party Transactions” section of any SEC Documents; provided, however, that the foregoing shall

not restrict the Company or any Subsidiary from using proceeds for payroll, compensation, benefits and expense reimbursement obligations

in the ordinary course of business that is consistent with past practices. Neither the Company nor any of its Subsidiaries will, directly

or indirectly, use the proceeds from the transactions contemplated herein, or lend, contribute, facilitate, or otherwise make available

such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating, directly or indirectly,

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

or whose government is, the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation

of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement,

whether as underwriter, advisor, investor or otherwise). The Company shall not without the prior written consent of the Investor loan,

invest, transfer or “downstream” any cash proceeds, or assets or property acquired with cash proceeds from the issuance and

sale of the Promissory Note to any Subsidiary, unless the Company and such Subsidiary enter into a subsidiary guaranty with the Investor

in the form of the Global Guaranty Agreement prior to the First Pre-Advance Closing.

-24-

Section

7.18 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section

7.19 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling

persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be

expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation

for soliciting purchases of the Shares.

Section

7.20 Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting

forth the number and average sales prices of Common Shares sold by the Investor during the prior trading week.

Section

7.21 Selling Restrictions. Except as expressly set forth below, the Investor covenants that from and after the date hereof through

and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted

Period”), none of the Investor, any of its officers, 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 engage in any Short Sale of the Common Shares, either for its own principal account or for the principal account of any other Restricted

Person, solely to the extent such Short Sale establishes a net short position in the Common Shares. 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: (1) selling “long” (as defined under Rule 200 promulgated

under Regulation SHO) any Common Shares; (2) selling a number of Common Shares equal to the number of Advance Shares that such Restricted

Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer

agent pursuant to this Agreement; or (3) selling a number of shares of Common Shares equal to the number of Common Shares that the Investor

is entitled to receive, but has not yet received from the Company or the transfer agent, upon the completion of a pending conversion

of the Promissory Note for which a valid Conversion Notice (as defined in the Promissory Note) has been submitted to the Company.

-25-

Section

7.22 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors

and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any

of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant

to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any

right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of

the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or

effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights or provide

any third party the right to bind or obligate the Company, to deliver Advance Notices or effect Advances hereunder.

Section

7.23 Non-Public Information. The Company covenants and agrees that, other than as expressly required by ‎Section 7.10 hereof,

it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material

non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) to the Investor

without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such

information as being material non-public information and the Investor agrees in writing to accept such material non-public information

for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality or be deemed to have

agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.

Section

7.24 No Frustration; No Variable Rate Transactions, Etc.

(a) 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 an Advance Notice.

(b) No

Variable Rate Transactions or Related Party Payments. From the date hereof until the

date upon which the Promissory Notes to be issued hereunder has been repaid in full, the

Company shall not (A) repay any loans to any executives or employees of the Company or make

any payments in respect of any related party debt, other than payments in respect of amounts

outstanding and owed to HH-BDH, LLC as of the date hereof, and (B) effect or enter into an

agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares

or any security which entitles the holder to acquire Common Shares (or a combination of units

thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction

with the Investor. 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.

-26-

the period beginning on the date hereof and ending on the date upon which the Promissory

Note(s) to be issued hereunder have been repaid in full, the Company shall not effect any

reverse stock split or share consolidation.

(d) From

the date hereof until the Promissory Notes to be issued hereunder have been repaid in full,

without the prior written consent of the Investor, neither the Company, nor any Subsidiary

shall, directly or indirectly (i) other than Permitted Indebtedness, enter into, create,

incur, assume, guarantee or suffer to exist any Indebtedness, or (ii) other than Permitted

Liens, enter into, create, incur, assume or suffer to exist any Lien on or with respect to

any of its property or assets now owned or hereafter acquired or any interest therein or

any income or profits therefrom.

Article

VIII.

Non-Exclusive Agreement

Subject

to Section 7.24 hereof, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any

time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities

and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted

into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures,

and/or grant any rights with respect to its existing and/or future share capital.

Article

IX.

Choice of Law/Jurisdiction; Waiver of Jury Trial

Section

9.01 This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement

or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted,

construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in

each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly

within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and

expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United

States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted

pursuant to this Agreement.

-27-

Section

9.02 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE

PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (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 PARTY HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article

X. Termination

Section

10.01 Termination.

(a) Unless

earlier terminated as provided hereunder, this Agreement shall terminate automatically on

the earlier of (i) the 36-month anniversary of the Effective Date, provided that if any Promissory

Notes are then outstanding, such termination shall be delayed until such date that all Promissory

Notes that were outstanding have been repaid, or (ii) the date on which the Investor shall

have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment

Amount.

(b) The

Company may terminate this Agreement effective upon five Trading Days’ prior written

notice to the Investor; provided that (i) there are no outstanding Advance Notices under

which Common Shares have yet to be issued, (ii) there is not an outstanding Promissory Note,

and (iii) the Company has paid all amounts owed to the Investor pursuant to this Agreement.

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.

in this Section 10.01 shall be deemed to release the Company or the Investor from any liability

for any breach under this Agreement prior to the valid termination hereof, 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 prior to the valid termination hereof. The indemnification

provisions contained in Article VI shall survive the termination of this Agreement.

-28-

Article

XI. Notices

Other

than with respect to Advance Notices, which must be in writing delivered in accordance with Section 3.01 and will be deemed delivered

on the day set forth in ‎Section 3.01(c), any notices, consents, waivers, or other communications required or permitted to be given

under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally;

(ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading

Day; (iii) 5 days after being sent by U.S. certified mail, return receipt requested, or (iv) 1 day after deposit with a nationally recognized

overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except

for Advance Notices which shall be delivered in accordance with Exhibit C hereof) shall be:

to the Company, to:

Beneficient

325

North St. Paul Street, Suite 4850

Dallas,

TX 75201

Attn:

David Rost

E-mail:

david.rost@beneficient.com

With

copies (which shall not constitute notice or delivery of process) to:

Haynes

and Boone, LLP

2801

N. Harwood Street, Suite 2300

Dallas,

TX 75201

Attn:

Matthew Fry

E-mail:

matt.fry@haynesboone.com

to the Investor:

II PN, Ltd.

1012

Springfield Avenue

Mountainside,

NJ 07092

Attn:

Mark Angelo

E-mail:

mangelo@yorkvilleadvisors.com

With

a copy (which shall not constitute notice or delivery of process) to:

Robert

Harrison, Esq.

1012

Springfield Avenue

Mountainside,

NJ 07092

E-mail:

legal@yorkvilleadvisors.com

at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice

given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by

the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service

provider containing the time, date, and recipient email address or (iii) provided by a nationally recognized overnight delivery service

shall be rebuttable evidence of delivery in accordance with clause (i), (ii) or (iii) above, respectively.

Article

XII. Miscellaneous

Section

12.01 Counterparts. This Agreement may be executed in identical counterparts, both 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. Facsimile or

other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000,

Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com),

including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid as originals and effective for all

purposes of this Agreement.

-29-

Section

12.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,

the Company, their respective Affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement

contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,

neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision

of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement. The failure

of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at

law or in equity, or to insist upon strict compliance by any other party hereto with its obligations hereunder, shall not constitute

a waiver by such party of its right to exercise any such right, power or remedy or any other right, power or remedy or to demand strict

compliance with such obligations hereunder. No custom or practice of the parties at variance with the terms hereof shall constitute a

waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy

or to demand strict compliance with the terms of this Agreement.

Section

12.03 Reporting Entity for Common Shares. The reporting entity relied upon for the determination of the trading price or trading

volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg L.P. or any successor thereto.

The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section

12.04 Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys,

accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby,

except that the Company shall pay to the Investor or its designee on the Effective Date a structuring fee in the amount of $25,000, and

the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”)

by the issuance to the Investor on the Effective Date of such number of Common Shares that is equal to the Commitment Fee divided by

the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (collectively,

the “Commitment Shares”). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement.

Section

12.05 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any

finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,

on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming

brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party

in connection with this Agreement or the transactions contemplated hereby.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

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WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Standby Equity Purchase Agreement to be executed by the

undersigned, thereunto duly authorized, as of the date first set forth above.

COMPANY:

BENEFICIENT

By:

/s/ James G Silk

Name:

James

G. Silk

Title:

Chief

Executive Officer

INVESTOR:

YA II PN,

Ltd.

By:

Yorkville

Advisors Global, LP

Its:

Investment

Manager

By:

Yorkville Advisors

Global II, LLC

Its:

General

Partner

By:

/s/

Matthew Beckman

Name:

Matthew

Beckman

Title:

Manager

[Signature

Page to Amended and Restated Standby Equity Purchase Agreement]

ANNEX

I TO THE

STANDBY

EQUITY PURCHASE AGREEMENT

DEFINITIONS

“Additional

Shares” shall have the meaning set forth in Section 3.03.

“Adjusted

Advance Amount” shall have the meaning set forth in Section 3.03.

“Advance”

shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this Agreement.

“Advance

Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.

“Advance

Notice” shall mean a written notice in the form of Exhibit C attached hereto to the Investor executed by an officer of the

Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.

“Advance

Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 3.01(c) of this Agreement)

an Advance Notice to the Investor, subject to the terms of this Agreement.

“Advance

Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.

“Affiliate”

shall have the meaning set forth in Section 4.07.

“Agreement”

shall have the meaning set forth in the preamble of this Agreement.

“Amortization

Event” shall have the meaning set forth in the Promissory Note.

“Applicable

Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines

and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation

(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable

laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt

Practices Act of 1977, and (iii) any Sanctions laws.

“Black

Out Period” shall have the meaning set forth in Section 7.04.

“Closing”

shall have the meaning set forth in Section 3.05.

“Commitment

Amount” shall mean $100,000,000 of Common Shares. For the avoidance of doubt, any Common Shares issued and sold to the Investor

under the Original Agreement prior to the Effective Date shall not be counted toward the Commitment Amount.

“Commitment

Fee” shall have the meaning set forth in Section 12.04.

“Commitment

Shares” shall have the meaning set forth in Section 12.04.

“Commitment

Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement

in accordance with Section 10.01.

“Common

Share Equivalents” shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire

at any time Common Shares, 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 Shares.

“Common

Shares” shall have the meaning set forth in the recitals of this Agreement.

“Company”

shall have the meaning set forth in the preamble of this Agreement.

“Company

Indemnitees” shall have the meaning set forth in Section 6.02.

“Condition

Satisfaction Date” shall have the meaning set forth in Annex III.

“Conversion

Price” shall have the meaning set forth in the Promissory Note.

“Daily

Traded Amount” shall mean the daily trading volume of the Company’s Common Shares on the Principal Market during regular

trading hours as reported by Bloomberg L.P.

“Effective

Date” shall mean the date the Company files the 2026 10-K with the SEC.

“Environmental

Laws” shall have the meaning set forth in Section 5.14.

“Event

of Default” shall have the meaning set forth in the Promissory Note.

“Exchange

Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Cap” shall have the meaning set forth in Section 3.02(c).

“Excluded

Day” shall have the meaning set forth in Section 3.03.

“Fixed

Price” shall have the meaning set forth in the Promissory Note.

“Floor

Price” shall have the meaning set forth in each Promissory Note.

“Global

Guaranty Agreement” shall mean the global guaranty agreement in the form attached hereto as Exhibit E.

“Hazardous

Materials” shall have the meaning set forth in Section 5.14.

“Indebtedness”

of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed

as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with

GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (iii) all reimbursement

or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced

by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of

property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement,

or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even

though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale

of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently

applied for the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through

(vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)

any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which

owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all contingent obligations

in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above.

“Indemnified

Liabilities” shall have the meaning set forth in Section 6.01.

“Investor”

shall have the meaning set forth in the preamble of this Agreement.

“Investor

Indemnitees” shall have the meaning set forth in Section 6.01.

“Lien”

shall mean any (i) mortgage, (ii) right of way, (iii) easement, (iv) encroachment, (v) restriction on use, (vi) servitude, (vii)

pledge, (viii) lien, (ix) charge, (x) hypothecation, (xi) security interest, (xii) encumbrance, (xiii) adverse right, interest or

claim, (xiv) community or other marital property interest, (xv) condition, (xvi) equitable interest, (xvii) encumbrance, (xviii)

license, (xix) covenant, (xx) title defect, (xxi) option, (xxii) right of first refusal or offer or similar restriction, (xxiii)

voting right, (xxiv) transfer restriction, or (xxv) receipt of income or exercise of any other attribute of ownership.

“Market

Price” shall mean an Option 1 Market Price or Option 2 Market Price, as applicable.

“Material

Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material

adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material

adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis

its obligations under this Agreement.

“Material

Outside Event” shall have the meaning set forth in Section 7.10.

“Maximum

Advance Amount” means, in respect of each Advance Notice delivered by the Company pursuant to Section 3.01(a) of this Agreement,

an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount during the five consecutive Trading Day immediately

preceding an Advance Notice.

“Minimum

Acceptable Price” shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable.

“OFAC”

shall have the meaning set forth in Section 5.32.

“Option

1 Market Price” shall mean the VWAP of the Common Shares during the Option 1 Pricing Period.

“Option

2 Market Price” shall mean the lowest daily VWAP of the Common Shares during the Option 2 Pricing Period.

“Option

1 Pricing Period” shall mean the period on the applicable Advance Notice Date with respect to an Advance Notice selecting an

Option 1 Pricing Period commencing upon receipt by the Company of written confirmation (which may be by e-mail) of receipt of such Advance

Notice by the Investor, and which confirmation shall specify such commencement time, and ending on 4:00 p.m. New York City time on the

same Trading Day (unless otherwise agreed by the Parties).

“Option

2 Pricing Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.

“Ownership

Limitation” shall have the meaning set forth in Section 3.02(a).

“Permitted

Encumbrances” means:

(a)

Liens imposed by law for taxes, assessments and other governmental charges that are not yet due, or are being contested in good faith

by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established;

(b)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ and other like Liens

imposed by law, arising in the ordinary course of business and securing obligations that are not overdue or which are being contested

in good faith by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established;

(c)

pledges and deposits made in the ordinary course of business consistent with past practice as required by workers’ compensation,

unemployment insurance and other social security laws or regulations;

(d)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds

and other obligations of a like nature, in each case in the ordinary course of business consistent with past practice;

(e)

Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments), which judgments do not

constitute an Event of Default;

(f)

Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar

rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution;

(g)

easements, zoning restrictions, zoning by-laws, municipal by-laws and regulations, development agreements, site plan agreements, municipal

agreements, encroachment agreements, restrictive covenants and other restrictions, reservations, covenants, conditions, rights-of-way

and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary

obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of

business of BCH and its subsidiaries; and

(h)

title defects, encroachments or irregularities which are of a minor nature and which in the aggregate do not materially impair the value

of any real property of the use of the affected property for the purpose for which it is used by that Person; provided, that the term

“Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted

Indebtedness” shall mean: (i) indebtedness evidenced by the Promissory Notes; (ii) indebtedness described on a Disclosure Schedule

attached hereto; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment, including

capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment of which has been subordinated

to the payment of the Promissory Notes on terms and conditions acceptable to the Investor, including with regard to interest payments

and repayment of principal, (B) which does not mature or otherwise require or permit redemption or repayment prior to or on the 91st

day after the maturity date of any Promissory Notes then outstanding; and (C) which is not secured by any assets of the Company or its

subsidiaries; (v) indebtedness associated with acquiring new intellectual property assets and licenses, so long as the proceeds are going

to the party(ies) from which the Company is acquiring the assets, licenses, and other properties, (vi) any indebtedness (other than the

indebtedness set out in (i) – (v) above) incurred after the date hereof, provided that such indebtedness does not exceed $500,000

at any given time, (vii) loans made in the ordinary course of business in connection with the acquisition of noncontrolling interests

in alternative investments; and (viii) in the case of Beneficient Financing, L.L.C. (“Ben Financing”), Beneficient Company

Holdings, L.P. (“BCH”), and Beneficient Fiduciary Financial, L.L.C. (“BFF”):

(I)

Endorsements of negotiable instruments for collection in the ordinary course of business;

(II)

Indebtedness in respect of overdrawn checks, drafts and similar instruments arising in the ordinary course of maintaining deposit accounts

(if repaid within two (2) Business Days);

(III)

Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty

or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary

course of business consistent with past practice;

(IV)

Indebtedness as an account party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each

case provided in the ordinary course of business consistent with past practice.

“Permitted

Liens” shall mean (1) any security interest granted to the Investor to secure the obligations under the Promissory Notes, (2)

any prior security interest granted to the Investor, (3) existing Liens disclosed by the Company on a Disclosure Schedule attached hereto;

(4) inchoate Liens for taxes, assessments or governmental charges or levies not yet due, as to which the grace period, if any, related

thereto has not yet expired, or being contested in good faith and by appropriate proceedings for which adequate reserves have been established

in accordance with GAAP; (5) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure

amounts which are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which

adequate reserves have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to other persons

not materially interfering with the conduct of the business of the Company; (7) Liens securing capitalized lease obligations and purchase

money indebtedness incurred solely for the purpose of financing an acquisition or lease; (8) easements, rights-of-way, restrictions,

encroachments, municipal zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case not

securing debt and not materially interfering with the conduct of the business of the Company and not materially detracting from the value

of the property subject thereto; (9) Liens arising out of the existence of judgments or awards which judgments or awards do not constitute

an Event of Default; (10) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment

insurance, pension liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts

in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other

than appeal bonds) incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);

(11) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) and contractual

set-off rights held by such banking institution and which are within the general parameters customary in the banking industry and only

burdening deposit accounts or other funds maintained with a creditor depository institution; (12) usual and customary set-off rights

in leases and other contracts; (13) escrows in connection with acquisitions and dispositions, (14) royalties and other rights to revenue

derived from the sale of the Company’s products that are granted in the ordinary course of business; (15) loans made in the ordinary

course of business in connection with the acquisition of noncontrolling interests in alternative investments and (16) in the case of

Ben Financing, BCH and BFF:

(I)

in the case of BCH, Liens on property acquired by BCH that were in existence on such property at the time of the acquisition of such

property and were not created in contemplation of such acquisition; and

(II)

Permitted Encumbrances.

“Person”

shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.

“Plan

of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

“Pre-Advance

Closing” shall have the meaning set forth in Section 2.01.

“Pre-Paid

Advance” shall have the meaning set forth in Section 2.01.

“Pricing

Period” shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.

“Principal

Market” shall mean the Nasdaq Stock Market; provided, however, that in the event the Common Shares are ever listed or traded

on the New York Stock Exchange or the NYSE American, the “Principal Market” shall mean such other market or exchange on which

the Common Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for

the Common Shares.

“Promissory

Note” shall have the meaning set forth in Section 2.01.

“Prospectus”

shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with

a Registration Statement, including documents incorporated by reference therein.

“Prospectus

Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities

Act, including documents incorporated by reference therein.

“Purchase

Price” shall mean the price per Advance Share obtained by multiplying the Market Price by (i) 96% in respect of an Advance

Notice with an Option 1 Pricing Period, or (ii) 97% in respect of an Advance Notice with an Option 2 Pricing Period.

“Registration

Limitation” shall have the meaning set forth in Section 3.02(b).

“Registration

Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Registrable

Securities” shall have the meaning set forth in the Registration Rights Agreement.

“Regulation

D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Sanctions”

shall have the meaning set forth in Section 5.32.

“Sanctioned

Countries” shall have the meaning set forth in Section 5.32.

“SEC”

shall mean the U.S. Securities and Exchange Commission.

“SEC

Documents” shall have the meaning set forth in Section 5.06.

“Securities

Act” shall have the meaning set forth in the recitals of this Agreement.

“Settlement

Document” in respect of an Advance Notice delivered by the Company, shall mean a settlement document in the form set out on

Exhibit D.

“Shares”

shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.

“Short

Sale” shall have the meaning defined in Rule 200 of Regulation SHO of the Exchange Act.

“Solvent”

shall mean, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is

greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of

such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become

absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s

ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not

about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.

The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances

existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subsidiaries”

shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority

of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or

administration of such Person, and the foregoing are collectively referred to herein as

“Subsidiaries.”

“Trading

Day” shall mean any day during which the Principal Market shall be open for business.

“Transaction

Documents” means, collectively, this Agreement, the Registration Rights Agreement, any Promissory Notes issued by the Company

hereunder, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with

the transactions contemplated hereby and thereby, as may be amended from time to time.

“Variable

Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any Common Shares or Common Share Equivalents

that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares 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 Shares at any time after the initial issuance of Common Shares or Common Share Equivalents, 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 Shares (including, without limitation, any “full ratchet,” “share ratchet,” “price 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) enters into, or effects a transaction under, any

agreement, including but not limited to an “equity line of credit” or other continuous offering or similar offering of Common

Shares or Common Share Equivalents, (iii) issues or sells any Common Shares or Common Share Equivalents (or any combination thereof)

at an implied discount (taking into account all the securities issuable in such offering) to the market price of the Common Shares at

the time of the offering in excess of 30% or (iv) enters into or effects any forward purchase agreement, equity pre-paid forward transaction

or other similar offering of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all,

or a portion of, the value of the securities so purchased, and the Company receives proceeds from such purchaser based on a price or

value that varies with the trading prices of the Common Shares; provided that equity issuances undertaken by the Company for the purpose

of acquisitions of noncontrolling interests in alternative investments, which issuances are undertaken in the ordinary course of business

consistent with past practice, shall not be deemed to be a Variable Rate Transaction.

“Volume

Threshold” shall mean a number of Common Shares equal to the quotient of (a) the number of Advance Shares requested by the

Company in an Advance Notice divided by (b) 0.30.

“VWAP”

shall mean for any Trading Day or specified period, the daily volume weighted average price of the Common Shares for such Trading Day

on the Principal Market during regular trading hours, or such specified period, as reported by Bloomberg L.P 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.

ANNEX

II TO THE

STANDBY

EQUITY PURCHASE AGREEMENT

CONDITIONS

PRECEDENT TO THE INVESTOR’S OBLIGATION TO FUND A PRE-PAID ADVANCE

The

obligation of the Investor to advance to the Company a particular tranche of the Pre-Paid Advance hereunder at each Pre-Advance Closing

is subject to the satisfaction, as of the date of such Pre-Advance Closing, of each of the following conditions, provided that these

conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing

the Company with prior written notice signed by the Investor thereof:

(a) The

Company shall have duly executed and delivered to the Investor each of the Transaction Documents

to which it is a party, and the Company shall have duly executed and delivered to the Investor

a Promissory Note with a principal amount corresponding to the amount of the applicable tranche

of the Pre-Paid Advance (before any deductions made thereto).

(b) Each

Subsidiary shall have duly executed and delivered to the Investor the Global Guaranty Agreement.

Company shall have delivered to the Investor a compliance certificate executed by the chief

executive officer of the Company certifying that Company has complied with all of the conditions

precedent to the Pre-Advance Closing set forth herein and which may be relied upon by the

Investor as evidence of satisfaction of such conditions without any obligation to independently

verify.

(d) The

Investor shall have received an opinion of counsel to the Company, dated on or before the

Pre-Advance Closing Date, in form and substance reasonably acceptable to the Investor.

(e) The

Investor shall have received a closing statement in a form to be agreed by the parties, duly

executed by an officer of the Company, setting forth wire transfer instructions of the Company

for the payment of the amount of the applicable tranche of the Pre-Paid Advance, the amount

to be paid by the Investor, which shall be the full principal amount of such tranche of the

Pre-Paid Advance less the purchase price discount and any other deductions that may

be agreed by the parties.

(f) The

Company shall have delivered to the Investor certified copies of its and each of its Subsidiaries’

charter or certificate of formation, bylaws or operating agreement and any other material

organizational documents.

(g) The

Company shall have delivered to the Investor a certificate evidencing the incorporation and

good standing of the Company as of a date within ten (10) days of the applicable Pre-Advance

Closing.

(h) (I)

The board of directors of the Company has approved the transactions contemplated by the Transaction

Documents, (II) said approval has not been amended, rescinded or modified and remains in

full force and effect as of the date hereof, and (III) a true, correct and complete copy

of such resolutions duly adopted by the board of directors of the Company shall have been

provided to the Investor.

(i) Each

and every representation and warranty of the Company shall be true and correct in all material

respects (other than representations and warranties qualified by materiality, which shall

be true and correct in all respects) as of the date when made and as of the date of the Pre-Advance

Closing as though originally made at that time (except for representations and warranties

that speak as of a specific date, which shall be true and correct as of such specific date),

and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions set forth in each Transaction Document required to be performed,

satisfied or complied with by the Company at or prior to the applicable Pre-Advance Closing.

(j) No

Suspension of Trading in or Delisting of Common Shares. (I) Trading in the Common Shares

shall not have been suspended by the SEC, the Principal Market or FINRA, (II) the Company

shall not have received any notice that the listing or quotation of the Common Shares on

the Principal Market shall be terminated, nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading

or book-entry services by DTC with respect to the Common Shares that is continuing, and (III)

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 Shares, electronic trading

or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated.

(k) The

Company shall have obtained all governmental, regulatory or third-party consents and approvals,

if any, necessary for the sale of the Common Shares.

(l) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by any court or governmental entity of competent

jurisdiction that prohibits the consummation of any of the transactions contemplated by the

Transaction Documents.

(m) Since

the date of execution of this Agreement, no event or series of events shall have occurred

that has resulted in or would reasonably be expected to result in a Material Adverse Effect,

or an Event of Default.

(n) (I)

No material breach of this Agreement or any Transaction Document shall have occurred, (II)

no Event of Default shall have occurred (assuming that the applicable Promissory Note had

been outstanding as of each Pre-Advance Closing, and (III) no event has occurred and no condition

exists that with the passage of time or the giving of notice, or both, would constitute a

material breach of this Agreement or any Transaction Document or an Event of Default (assuming

that the applicable Promissory Note had been outstanding as of each Pre-Advance Closing).

(o) The

Company shall have notified the Principal Market of the issuance of all of the Shares hereunder,

the Principal Market shall have completed its review of the related Listing of Additional

Share form, and the Company shall have obtained approval of the Principal Market to list

or designate for quotation (as the case may be) the maximum number of Common Shares issuable

pursuant to the Promissory Notes to be issued at the Pre-Advance Closing.

(p) The

Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments

or certificates relating to the transactions contemplated by this Agreement as the Investor

or its counsel may reasonably request.

(q) The

First Pre-Advance Closing shall have occurred within 30 days of the date of this Agreement.

(r) The

Second Pre-Advance Closing shall have occurred within 120 days of the Effective Date.

(s) Solely

with respect to the First Pre-Advance Closing, the 2026 10-K shall have been filed with the

SEC.

(t) Solely

with respect to the Second Pre-Advance Closing, (i) the First Pre-Advance Closing shall have

occurred and (ii) the initial Registration Statement shall have been filed and shall have

been declared effective in accordance with the provisions set forth in the Registration Rights

Agreement (including the filing and effectiveness deadlines set forth therein).

ANNEX

III TO THE

STANDBY

EQUITY PURCHASE AGREEMENT

CONDITIONS

PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER AN ADVANCE NOTICE

The

right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject

to the satisfaction or waiver (by the Investor pursuant to prior written notice signed by the Investor to the Company thereof), on each

Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

(a) Accuracy

of the Company’s Representations and Warranties. The representations and warranties

of the Company in this Agreement shall be true and correct in all material respects as of

the Advance Notice Date, except to the extent such representations and warranties are as

of another date, such representations and warranties shall be true and correct as of such

other date.

(b) Issuance

of Commitment Shares. The Company shall have paid the Commitment Fee or issued

the Commitment Shares to an account designated by the Investor on or prior to the Effective

Date, in accordance with Section 12.04, all of which Commitment Fee shall be fully earned

and non-refundable on the Effective Date, regardless of whether any Advance Notices are made

or settled hereunder or any subsequent termination of this Agreement.

of the Common Shares with the SEC. There is an effective Registration Statement pursuant

to which the Investor is permitted to utilize the prospectus thereunder to resell all of

the Common Shares issuable pursuant to such Advance Notice. The Current Report shall have

been filed with the SEC, and the Company shall have filed with the SEC in a timely manner

all reports, notices and other documents required under the Exchange Act and applicable SEC

regulations during the twelve-month period immediately preceding the applicable Condition

Satisfaction Date.

(d) Authority.

The Company shall have obtained all permits and qualifications required by any applicable

state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice

or shall have the availability of exemptions therefrom. The sale and issuance of such Common

Shares shall be legally permitted by all laws and regulations to which the Company is subject.

(e) Board.

(I) The board of directors of the Company has approved the transactions contemplated by the

Transaction Documents, (II) said approval has not been amended, rescinded or modified and

remains in full force and effect as of the date hereof, and (III) a true, correct and complete

copy of such resolutions duly adopted by the board of directors of the Company shall have

been provided to the Investor.

(f) No

Material Outside Event. No Material Outside Event shall have occurred and be continuing.

(g) Performance

by the Company. The Company shall have performed, satisfied and complied in all respects

with all covenants, agreements and conditions required by this Agreement to be performed,

satisfied or complied with by the Company at or prior the applicable Condition Satisfaction

Date.

(h) No

Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction

shall have been enacted, entered, promulgated or endorsed by any court or governmental authority

of competent jurisdiction that prohibits or materially and adversely affects any of the transactions

contemplated by the Transaction Documents.

(i) No