Form 8-K

8-K — Marygold Companies, Inc.

Accession: 0001493152-26-044491

Filed: 2026-09-28

Period: 2026-09-24

CIK: 0001005101

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001005101

2026-09-24

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 24, 2026

The

Marygold Companies, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41318

90-1133909

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

120

Calle Iglesia

Unit

San

Clemente, CA 92672

(Address

of Principal Executive Offices and Zip Code)

(949)

218-8542

(Registrant’s

telephone number, including area code)

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

MGLD

NYSE

American LLC

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

communications 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))

Indicate

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

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

1.01 Entry Into a Material Definitive Agreement

September 25, 2026, The Marygold Companies, Inc., a Nevada corporation (the “Company”) (NYSE American: MGLD), entered into

an Agreement and Plan of Merger (the “Merger Agreement”) with Flower AcquireCo, LLC, a Delaware limited liability company

(“Parent”), and Flower Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”).

Parent is controlled by funds managed by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in

Chicago.

Pursuant

to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of

Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each outstanding share of

common stock, par value $0.001 per share, of the Company (“Company Common Stock”) (other than shares held by the Company

as treasury shares, shares owned by Parent or Merger Sub, and certain rollover shares) will be cancelled and converted into the right

to receive $2.00 per share in cash, without interest (the “Per Share Price”). The Per Share Price represents a premium of

approximately 100% over the Company’s closing share price on September 24, 2026. In addition, at the Effective Time, each outstanding

share of Series A Convertible, Voting, Preferred Stock and Series B Convertible, Voting, Preferred Stock of the Company (collectively,

the “Company Preferred Stock”) will be cancelled and converted into the right to receive cash equal to the product of the

Per Share Price and the number of shares of Company Common Stock into which such preferred stock is convertible. Upon completion of the

Merger, the Company will become a privately held company and its common stock will no longer be listed on the NYSE American LLC. Parent

has obtained equity financing commitments from MDP in connection with the Merger. The consummation of the Merger is not subject to a

financing condition.

the Effective Time, each outstanding option to purchase shares of Company Common Stock with an exercise price less than the Per Share

Price will be cancelled and converted into the right to receive cash equal to the product of the number of shares subject to such option

and the excess of the Per Share Price over the exercise price per share, less applicable withholdings. Each outstanding option with an

exercise price equal to or greater than the Per Share Price and each outstanding warrant with an exercise price equal to or greater than

the Per Share Price will be cancelled for no consideration. Each outstanding restricted stock award will be cancelled and converted into

the right to receive cash equal to the product of the number of shares subject to such award and the Per Share Price, less applicable

withholdings.

The

board of directors of the Company (the “Board”) delegated authority to the Audit Committee of the Board (the “Special

Committee”), consisting solely of independent and disinterested directors, to consider, review, evaluate and negotiate the potential

acquisition of the Company and make a recommendation to the Board. Both the Special Committee and the Board unanimously determined that

the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the interests of

the Company, adopted and approved the Merger Agreement, and recommended that the stockholders of the Company approve the Merger Agreement.

Pursuant

to Nevada Revised Statutes 92A.390, holders of shares of Company Common Stock and Company Preferred Stock will not have or be entitled

to assert dissenter’s rights or any other rights of appraisal in connection with the Merger.

Consummation

of the Merger is subject to customary closing conditions, including: (i) the approval of the Merger Agreement by the holders of a majority

of the voting power of the outstanding shares of the Company’s capital stock entitled to vote (the “Requisite Stockholder

Approval”); (ii) the absence of any order or law prohibiting the Merger; (iii) the expiration of the 20-calendar-day period following

the mailing of the definitive information statement to the Company’s stockholders; (iv) certain fund board and, where applicable,

fund shareholder approvals and related regulatory approvals and consents; (v) the accuracy of the representations and warranties of the

parties (subject to customary materiality qualifiers); (vi) performance by the parties of their respective covenants and obligations;

(vii) receipt of specified approvals relating to the wind-down of certain funds; (viii) receipt of applicable approval from the U.K.

Financial Conduct Authority for the divestiture of certain U.K. subsidiaries; and (ix) certain other customary conditions.

The

Merger Agreement contains customary representations, warranties and covenants of the parties. The Company has agreed, among other things,

to operate its business in the ordinary course during the period between the signing and closing and to comply with customary non-solicitation

restrictions on its ability to solicit alternative acquisition proposals. Prior to the Company’s receipt of the Requisite Stockholder

Approval, the Merger Agreement permitted the Board, under certain circumstances, to change its recommendation in response to a superior

proposal or intervening event.

The

Merger Agreement may be terminated under certain circumstances, including by either Parent or the Company, if the Closing has not occurred

on or before June 7, 2027 (the “Termination Date”), subject to a possible extension, and by the Board prior to the receipt

of the Requisite Stockholder Approval in order to enter into a definitive agreement providing for a superior proposal. In certain circumstances,

the Company would be required to pay Parent a termination fee of approximately $2.6 million.

Concurrently

with the execution of the Merger Agreement, certain stockholders of the Company, including Nicholas Gerber, who collectively beneficially

own approximately 75% of the voting power of the Company’s outstanding shares, entered into voting and support agreements with

Parent and the Company (each, a “Voting and Support Agreement” and, collectively, the “Voting and Support Agreements”),

pursuant to which such stockholders have agreed to vote their shares in favor of the Merger, subject to customary exceptions. The foregoing

description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by the full text of

the form of Voting and Support Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Shortly

following the execution and delivery of the Merger Agreement, on September 25, 2026, stockholders who collectively beneficially own approximately

75% of the voting power of the Company’s outstanding shares delivered a written stockholder consent approving the Merger Agreement

and the transactions contemplated thereby, including the Merger. Such written stockholder consent constitutes the Requisite Stockholder

Approval. Accordingly, the condition to the consummation of the Merger relating to receipt of the Requisite Stockholder Approval has

been satisfied and the exceptions to the non-solicitation covenant related to alternative acquisition proposals, including the right

of the Company in certain circumstances to terminate the Merger Agreement in order to accept a superior proposal, has expired.

connection with the Merger, the Company will file an information statement on Schedule 14C under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), which will be mailed to the Company’s stockholders who did not execute the written

consent.

The

transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of the closing conditions described above.

The

foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified

in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K

and incorporated herein by reference.

The

Merger Agreement and the above description have been included to provide investors and stockholders with information regarding the terms

of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent or Merger Sub. The

representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement, were solely

for the benefit of the parties, may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality

applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with

this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with

any other factual information regarding the Company, its subsidiaries, Parent, Merger Sub or their respective businesses. Investors should

not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts

or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.

Statements

regarding the proposed transaction, expected closing, satisfaction or waiver of conditions, and anticipated purchase price and proceeds

are forward-looking and subject to risks and uncertainties, including the risk that the transaction will not close on the anticipated

terms or timeline and the other risks described in the Company’s SEC filings. Actual results may differ materially, and the Company

undertakes no obligation to update these statements except as required by law.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

September 24, 2026, the Board of Directors (the “Board”) of The Marygold Companies, Inc. (the “Company”) adopted

and approved the First Amendment (the “Bylaws Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”),

which became effective immediately. The Bylaws Amendment, among other things:

● Adds

provisions providing indemnification to the Company’s directors and officers as permitted

under applicable Nevada law (Sections 5.1 through 5.12);

● Adds

forum selection provisions providing that the Eighth Judicial District Court of the State

of Nevada in Clark County, Nevada will be the exclusive forum for internal actions (as defined

in Nevada Revised Statutes 78.046) and other internal corporate affairs actions and claims

as to which Nevada law confers jurisdiction on the Nevada district courts, and that the federal

district courts of the United States will be the exclusive forum for claims arising under

the Securities Act of 1933, as amended (Section 9.4);

● Adds

a provision providing that, to the fullest extent permitted by law, each stockholder of the

Company will be deemed to have notice of and to have consented to the Company’s articles

of incorporation, the Company’s bylaws, and any amendment thereto (Article XI); and

● Adds

a provision opting out of Nevada Revised Statutes 78.378 to 78.3793, inclusive (or any successor

statutes thereto), relating to acquisitions of controlling interests in the Company, such

that these statutes do not apply to the Company or to any acquisition of any shares of the

Company’s capital stock (Article XII).

The

Company also entered into indemnification agreements with its directors and certain senior officers on customary terms.

The

foregoing description of the changes to the Bylaws as set forth in the Bylaws Amendment does not purport to be complete and is qualified

in its entirety by reference to the full text of the Bylaws Amendment, which is included as Exhibit 3.1 hereto and is incorporated herein

by reference.

Item

7.01 Regulation FD Disclosure

September 25, 2026, the Company issued a press release announcing the entry into the Merger Agreement, which is furnished as Exhibit

99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional

Information and Where to Find It

The

Company intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary written information statement

on Schedule 14C, followed by a definitive written information statement on Schedule 14C, relating to the Merger and the other transactions

contemplated by the Merger Agreement. If required by applicable law, the Company, Parent, Merger Sub and/or other applicable filing persons

may also file other transaction-related filings with the SEC. Investors and stockholders are urged to read the information statement

and any other transaction-related filings, including any amendments or supplements, carefully when they become available, because they

will contain important information about the Merger and the other transactions contemplated by the Merger Agreement. Investors and stockholders

may obtain free copies of these materials, when available, and other documents filed by the Company with the SEC through the SEC’s

website at www.sec.gov. Free copies will also be available from the Company upon request and, when available, on the Company’s

website at www.themarygoldcompanies.com.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements

include, among other things, statements regarding the proposed Merger and the other transactions contemplated by the Merger Agreement;

the expected timing of the closing of the Merger, including the expectation that the Merger will close during the first half of 2027

or earlier; the satisfaction or waiver of closing conditions; the receipt of regulatory approvals and other consents; the preparation,

filing, review, amendment, supplement and dissemination of the information statement and any other transaction-related filings; the anticipated

benefits of the Merger; and the anticipated delisting of the Company Common Stock from the NYSE American LLC and deregistration of the

Company’s common stock under the Exchange Act following consummation of the Merger. These statements generally are identified by

words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,”

“could,” “may,” “will,” “should,” and similar expressions, although not all forward-looking

statements contain these words. Forward-looking statements are based on current expectations and are subject to risks and uncertainties,

including the failure to obtain required approvals or consents; the failure to satisfy or waive the conditions to closing; the failure

to consummate the Merger on the anticipated terms or timeline, or at all; the possibility that the information statement or other transaction-related

filing may not be filed, disseminated or effective as anticipated; the occurrence of events that could give rise to termination of the

Merger Agreement; the possibility of litigation relating to the Merger; and other risks and uncertainties described in the risk factors

and other cautionary statements contained in the Company’s filings with the SEC, including its Annual Report on Form 10-K, subsequent

Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the information statement or other transaction-related filings

when filed. Actual results may differ materially from those expressed or implied by these forward-looking statements. The forward-looking

statements speak only as of the date made, and the Company undertakes no obligation to update or revise any forward-looking statements,

except as may be required by applicable law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

2.1

Agreement and Plan of Merger, dated as of September 25, 2026, by and among Flower AcquireCo, LLC, Flower Merger Sub, Inc. and The Marygold Companies, Inc.*

3.1

First Amendment to the Amended and Restated Bylaws of The Marygold Companies, Inc.

10.1

Form of Voting and Support Agreement

99.1

Press Release of The Marygold Companies, Inc. Dated September 25, 2026

104

Cover

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

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Date:

September 28, 2026

THE

MARYGOLD COMPANIES, INC.

By:

/s/

Nicholas D. Gerber

Nicholas

D. Gerber

Chief

Executive Officer (Principal Executive Officer)

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

Execution

Version

SEC

EXHIBIT NOTICE: Certain schedules and similar attachments to this Agreement have been omitted pursuant to Item 601(a)(5) of Regulation

S-K and, to the extent applicable, certain confidential information has been omitted or redacted pursuant to Item 601(b)(2)(ii) of Regulation

S-K. The omitted or redacted information is not material and, if confidential, is customarily and actually treated as private or confidential.

Omitted or redacted information is identified by brackets or other notation, as applicable. The Company agrees to furnish supplementally

to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.

AGREEMENT

AND PLAN OF MERGER

and among

FLOWER

ACQUIRECO, LLC,

Parent,

FLOWER

MERGER SUB, INC.,

Merger Sub,

and

THE

MARYGOLD COMPANIES, INC.,

the Company

Dated

as of September 25, 2026

TABLE

OF CONTENTS

Page

ARTICLE I DEFINITIONS & INTERPRETATIONS

1.1

Certain

Definitions.

1.2

Additional

Definitions.

1.3

Certain

Interpretations.

ARTICLE II THE MERGER

2.1

The

Merger.

2.2

The

Effective Time.

2.3

The

Closing.

2.4

Merger

Consideration.

2.5

Rollover

Shares.

2.6

Effect

of the Merger.

2.7

Articles

of Incorporation and Bylaws.

2.8

Directors

and Officers.

2.9

Effect

on Capital Stock.

2.10

Equity

Awards.

2.11

Exchange

of Certificates.

2.12

Further Ownership Rights in Company Capital Stock.

2.13

Lost,

Stolen or Destroyed Certificates.

2.14

Company

Option and Company RSA Schedule.

2.15

Required

Withholding.

2.16

Necessary

Further Actions.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Organization

and Authority; Approval.

3.2

Violations.

3.3

Capitalization.

3.4

Subsidiaries.

3.5

SEC

Filings.

3.6

Company

Financial Statements; Internal Controls.

3.7

Undisclosed Liabilities.

3.8

Absence

of Certain Changes.

3.9

Litigation.

3.10

Compliance

with Laws.

3.11

Intellectual

Property.

-i-

TABLE OF CONTENTS

(continued)

3.12

Taxes.

3.13

Party Arrangements.

3.14

Brokers.

3.15

Regulatory

Documents.

3.16

Compliance

with Financial Laws and Regulations.

3.17

Takeover

Statutes; Dissenter’s Rights.

3.18

Real

Property.

3.19

Employee

Benefit Matters.

3.20

Labor

Matters.

3.21

Material

Contracts.

3.22

Exclusivity

of Representations and Warranties; Investigation

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

4.1

Organization

and Authority; Approval.

4.2

Governmental

Filings; No Violations.

4.3

Litigation.

4.4

Parent Vote or Approval Required.

4.5

Operations

of Parent and Merger Sub.

4.6

Financial

Capability.

4.7

Solvency.

4.8

Brokers.

4.9

Exclusivity

of Representations and Warranties; Investigation.

ARTICLE V INTERIM OPERATIONS

5.1

Affirmative

Obligations.

5.2

Forbearance

Covenants of the Company.

5.3

Solicitation.

5.4

Funds

Dissolution

5.5

Required

Regulatory Approvals and Consents.

5.6

Financing

Cooperation.

ARTICLE VI ADDITIONAL COVENANTS

6.1

Required

Action and Forbearance; Efforts.

6.2

Conduct

of Business by Parent.

6.3

Divestiture

of UK Subsidiaries

6.4

Delivery

of Stockholder Consent.

-ii-

TABLE OF CONTENTS

(continued)

6.5

Required

SEC Filings.

6.6

Access.

6.7

Section

16(b) Exemption.

6.8

Directors’

and Officers’ Exculpation, Indemnification and Insurance.

6.9

Obligations

of Merger Sub.

6.10

Public

Statements and Disclosure.

6.11

Transaction

Litigation.

6.12

Stock

Exchange Delisting; Deregistration.

6.13

Additional

Agreements.

6.14

Parent

Vote.

6.15

Control of the Other Party’s Business.

6.16

Anti-Takeover

Laws.

6.17

Employment Discussions.

6.18

Section

15(f) Board Composition.

6.19

Transfer

Restrictions.

6.20

Termination

of Voting Agreement.

6.21

MGUS

Liabilities.

6.22

Bylaws

ARTICLE VII CONDITIONS TO THE MERGER

7.1

Conditions

to Each Party’s Obligations to Effect the Merger.

7.2

Conditions

to the Obligations of Parent and Merger Sub to Effect the Merger.

7.3

Conditions

to the Company’s Obligations to Effect the Merger.

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

8.1

Termination.

8.2

Manner

and Notice of Termination; Effect of Termination.

8.3

Fees

and Expenses.

8.4

Amendment.

8.5

Extension;

Waiver.

ARTICLE IX GENERAL PROVISIONS

9.1

Survival

of Representations, Warranties and Covenants.

9.2

Notices.

9.3

Assignment.

9.4

Confidentiality.

-iii-

TABLE OF CONTENTS

(continued)

9.5

Entire

Agreement.

9.6

Third-Party

Beneficiaries.

9.7

Severability.

9.8

Remedies.

9.9

Governing

Law.

9.10

Consent

to Jurisdiction; Attorney Client Privilege Matters.

9.11

WAIVER

OF JURY TRIAL.

9.12

Disclosure

Schedule References.

9.13

Counterparts.

9.14

Limitation.

9.15

Disclaimer.

9.16

Recourse.

9.17

Financing

Provisions.

Schedule

Supporting

Stockholders (omitted from this SEC-filed exhibit)

Schedule

Resigning

Officers (omitted from this SEC-filed exhibit)

Schedule

III

Permitted

Actions (omitted from this SEC-filed exhibit)

Schedule

Required

Consents (omitted from this SEC-filed exhibit)

Schedule

Parent

Governmental Filings and Authorizations (omitted from this SEC-filed exhibit)

Schedule

Existing

Indemnification Agreements (omitted from this SEC-filed exhibit)

Exhibit

Second

Amended and Restated Articles of Incorporation of the Company

Exhibit

Second

Amended and Restated Bylaws of the Company

Exhibit

Stockholder

Consent

-iv-

AGREEMENT

AND PLAN OF MERGER

THIS

AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 25, 2026 (the “Agreement

Date”), by and among Flower AcquireCo, LLC, a Delaware limited liability company (“Parent”), Flower Merger

Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and The Marygold Companies,

Inc., a Nevada corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes hereinafter referred

to as a “Party.” All capitalized terms that are used but not defined elsewhere in this Agreement shall have the respective

meanings given to them in Article I.

RECITALS

WHEREAS,

Parent desires to acquire the Company upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS,

the board of directors of the Company (the “Company Board”) has delegated authority to the Audit Committee of the

Company Board, which consists only of independent and disinterested directors of the Company (the “Special Committee”),

to, among other things, consider, review, evaluate and negotiate a potential acquisition of, or other non-ordinary course strategic transaction

involving, the Company and make a recommendation to the Company Board as to whether the Company should enter into any such transaction;

WHEREAS,

prior to the Agreement Date, the Special Committee has unanimously: (i) determined that this Agreement and the Transactions (as defined

below), including the merger of Merger Sub with and into the Company, with the Company surviving such merger (the “Merger”),

upon the terms and conditions set forth in this Agreement and the applicable provisions of Chapters 78 and 92A of the Nevada Revised

Statutes (as amended from time to time, the “NRS”), are advisable, fair to and in the interests of the Company, (ii)

recommended that the Company Board (a) adopt, approve and declare advisable this Agreement and the Transactions, including the Merger,

and (b) determine that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the interests of the

Company, and (iii) recommended that, subject to Company Board approval, the Company Board submit this Agreement to the Company Stockholders

for their approval by written consent in lieu of a meeting and recommend that the Company Stockholders approve this Agreement in accordance

with NRS 78.320;

WHEREAS,

prior to the Agreement Date, the Company Board, acting upon the recommendation of the Special Committee, has unanimously: (i) determined

that this Agreement and the Transactions, including the Merger, are advisable, fair to, and in the interests of, the Company, (ii) adopted,

approved and declared advisable this Agreement and the Transactions, including the Merger, (iii) approved and declared advisable the

execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein

and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein, (iv) directed

that this Agreement be submitted to the Company Stockholders for their approval by written consent in lieu of a meeting, and (v) recommended

that the Company Stockholders approve this Agreement in accordance with NRS 78.320;

WHEREAS,

each of the board of managers of Parent and the board of directors of Merger Sub has respectively (i) declared it advisable to enter

into this Agreement, and (ii) approved the execution and delivery by Parent and Merger Sub, respectively, of this Agreement, the performance

of their respective covenants and other obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions

set forth herein;

WHEREAS,

concurrently with the execution and delivery of this Agreement, the Company Stockholders set forth on Schedule I (the “Supporting

Stockholders”), which Supporting Stockholders beneficially own approximately 74.53% of the voting power of the Company’s

stockholders, have each entered into voting and support agreements with Parent (each, a “Voting and Support Agreement”),

dated as of the Agreement Date;

WHEREAS,

concurrently with the execution and delivery of this Agreement and as a condition for the Company’s willingness to enter into this

Agreement, Parent has delivered executed copies of the Equity Commitment Letters to the Company;

WHEREAS,

within one Business Day following the execution and delivery of this Agreement, the Supporting Stockholders shall execute and deliver

the Stockholder Consent approving this Agreement and the Transactions, including the Merger; and

WHEREAS,

Parent, Merger Sub and the Company desire to (i) make certain representations, warranties, covenants and agreements in connection with

this Agreement and the Merger; and (ii) prescribe certain conditions with respect to the consummation of the Merger.

NOW,

THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein,

as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending

to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

Article

DEFINITIONS & INTERPRETATIONS

1.1 Certain

Definitions.

For

all purposes of and pursuant to this Agreement, the following capitalized terms have the following respective meanings:

(a) “Acceptable

Confidentiality Agreement” means an agreement with the Company that is either (i)

in effect as of the date hereof; or (ii) executed, delivered and effective after the date

hereof, in either case containing provisions that require any counterparty thereto (and any

of its Affiliates and representatives named therein) that receive non-public information

of or with respect to the Company to keep such information confidential (subject to customary

exceptions); provided, however, that, (A) the provisions contained therein

are not less favorable to the Company in any material respect than the terms of the Confidentiality

Agreement (it being understood that an Acceptable Confidentiality Agreement need not contain

any “standstill” or similar provisions or that otherwise prohibit the making

of any Acquisition Proposal) and (B) such agreement does not prohibit the Company from providing

any information to Parent in accordance, or otherwise complying, with Section 5.3.

For the avoidance of doubt, a joinder to an Acceptable Confidentiality Agreement pursuant

to which a third party agrees to be bound by the confidentiality and use provisions of an

Acceptable Confidentiality Agreement shall be an Acceptable Confidentiality Agreement.

(b) “Acquisition

Proposal” means any Inquiry, offer or proposal relating to an Acquisition Transaction.

Transaction” means any transaction or series of related transactions (other than

the Merger) involving:

(i) any

direct or indirect purchase or other acquisition by any Third Person, whether from the Company

or any other Person(s), of securities representing more than 20% of the total outstanding

voting power of the Company after giving effect to the consummation of such purchase or other

acquisition, including pursuant to a tender offer or exchange offer by any Person or “group”

of Persons that, if consummated in accordance with its terms, would result in such Person

or “group” of Persons beneficially owning more than 20% of the total outstanding

voting power of the Company after giving effect to the consummation of such tender or exchange

offer;

(ii) any

direct or indirect purchase, license (other than non-exclusive licenses) or other acquisition

by any Third Person of assets constituting or accounting for more than 20% of the consolidated

assets (including equity securities of the Company’s Subsidiaries), revenue or net

income of the Company Group, taken as a whole (measured by the fair market value thereof

as of the date of such purchase or acquisition); or

(iii) any

merger, consolidation, business combination, recapitalization, reorganization, liquidation,

dissolution, joint venture or other transaction involving the Company or any of its Subsidiaries

pursuant to which any Third Person would (x) hold securities representing more than 20% of

the total outstanding voting power of the Company outstanding after giving effect to the

consummation of such transaction or (y) acquire assets (including equity securities of the

Company’s Subsidiaries) constituting or accounting for more than 20% of the revenue,

net income or consolidated assets of the Company Group Members, taken as a whole.

(d) “Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly, controls,

is controlled by or is under common control with such Person. For purposes of this definition,

the term “control” (including, with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as used with respect

to any Person, means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of that Person, whether through the ownership

of voting securities, by Contract or otherwise.

(e) “Anti-Corruption

Laws” means any Laws in any part of the world relating to combatting bribery and

corruption, including the Organization for Economic Cooperation and Development Convention

on Combatting Bribery of Foreign Officials in International Business Transactions and the

UN Convention Against Corruption, the FCPA and the UK Bribery Act 2010.

(f) “Approval

Fund” means, collectively, USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund

(CUSIP: 90290T809; ticker symbol SDCI) and USCF Midstream Energy Income Fund (CUSIP: 90290T882;

ticker symbol UMI).

(g) “Audited

Company Balance Sheet” means the audited consolidated balance sheet (and the notes

thereto) of the Company Group Members as of June 30, 2025, set forth in the Company’s

Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended June

30, 2025.

(h) “Business

Day” means each day that is not a Saturday, Sunday or other day on which the Company

is closed for business or either the Stock Exchange or the Federal Reserve Bank of New York

is closed.

(i) “Cayman

Subsidiary Board Approval” means, with respect to the Cayman subsidiary of each

Approval Fund, the due consideration and approval by the board of trustees of USCF ETF Trust,

including the requisite approval of a majority of the trustees who are not “Interested

Persons,” as defined in Section 2(a)(19) of the Investment Company Act, of USCF Advisers,

of (i) a new advisory agreement to be in effect with USCF Advisers from and after the Closing

on terms substantially similar in all material respects (including as to aggregate fees)

to the applicable agreement in effect between USCF Advisers and such Cayman subsidiary as

of the date of this Agreement and (ii) a new sub-advisory agreement, as applicable, to be

in effect with the Cayman subsidiary’s sub-adviser from and after the Closing, in accordance

with the conditions of the SEC exemptive order permitting USCF Advisers and USCF ETF Trust

to operate under a manager-of-managers structure.

(j) “Cayman

Subsidiary Shareholder Approvals” means, with respect to the Cayman subsidiary

of each Approval Fund for which shareholder approval is required under applicable Law, approval

by the applicable parent Approval Fund acting as sole shareholder of such Cayman subsidiary

of the new advisory agreement approved by such Approval Fund’s board of trustees.

(k) “Change”

means any event, circumstance, development, change or effect.

(l) “COBRA”

means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(m) “Code”

means the Internal Revenue Code of 1986.

(n) “Company

Capital Stock” means the Company Common Stock and the Company Preferred Stock.

(o) “Company

Common Stock” means the common stock, par value $0.001 per share, of the Company.

(p) “Company

Equity Plans” means The Marygold Companies, Inc. f/k/a Concierge Technologies,

Inc. 2021 Omnibus Equity Incentive Plan and any other equity or equity-based compensation

plan maintained by the Company.

(q) “Company

Group” means the Company and its Subsidiaries.

(r) “Company

Group Member” means the Company or any of its Subsidiaries, as applicable.

(s) “Company

Intellectual Property” means any Intellectual Property Rights that are owned, or

purported to be owned, by any Company Group Member.

(t) “Company

Material Adverse Effect” means any Change that, individually or in the aggregate,

(x) has or would reasonably be expected to have a material adverse effect on the business,

properties, assets, liabilities, operations, results of operations or financial condition

of the Company Group, taken as a whole, or (y) has a material adverse effect on the ability

of the Company to consummate the Transactions (including the Merger); provided, however,

that in no event shall any of the following exceptions, alone or in combination with the

other enumerated exceptions below, be deemed to constitute, nor shall be taken into account

in determining whether there has been or will be, a Company Material Adverse Effect: (A)

any legal, regulatory or other Change occurring after the Agreement Date affecting any of

the industries, industry sectors or geographic sectors in which the Company Group operate,

(B) any Change in Law or accounting standards (including GAAP or equivalent accounting practice

in any other jurisdiction) or authoritative interpretations or the enforcement thereof applicable

to the Company Group, in each case, following the Agreement Date, (C) any Change in domestic

or foreign economic, political, demographic or business conditions or financial, credit,

debt or securities market conditions generally (including any change in currency exchange

rates or interest rates), (D) any Change that results from (1) acts of war (whether or not

declared), hostilities, sabotage, terrorism, military actions, other armed conflicts or the

escalation or worsening of any of the foregoing, (2) any hurricane, super storm, flood, tornado,

earthquake or other natural disaster, (3) any pandemic, epidemic, plague, disease outbreak

or other public health emergency (including COVID-19 or any mutation or variation thereof)

or (4) any action taken or omitted to be taken by the Company that is expressly required

by this Agreement, or at the written request, or with prior written consent, of Parent, (E)

any failure by the Company Group to meet any internal or public projections, budgets, forecasts,

plans or guidance for any period (it being understood that the underlying cause of any such

failure may be taken into consideration when determining whether a Company Material Adverse

Effect has occurred except to the extent such underlying cause is itself excluded under another

exception set forth herein), or (F) any Change arising out of or resulting from the announcement,

pendency or consummation of the Transactions solely as a direct result of the identity of

Range Capital or any of its Affiliates; except that, with respect to clauses (A), (B), (C)

and (D) above, to the extent any such Change has, or would reasonably be expected to have,

a disproportionate effect on the Company Group, relative to other participants in the industries

in which the Company Group participate, in which case only the incremental disproportionate

impact may be taken into account in determining whether a Company Material Adverse Effect

has occurred.

(u) “Company

Option” means a stock option to purchase shares of Company Common Stock granted

under any of the Company Equity Plans.

(v) “Company

Preferred Stock” means the preferred stock, par value $0.001 per share, of the

Company, of which (i) 5,000,000 shares have been designated as Series A Preferred Stock and

(ii) 3,000,000 shares have been designated as Series B Preferred Stock.

(w) “Company

Registered Intellectual Property” means all of the Registered Intellectual Property

owned or purported to be owned by any Company Group Member.

(x) “Company

Stockholders” means the holders of shares of Company Capital Stock.

(y) “Company

Systems” means Technology, firmware, middleware, hardware, electronic data processing

and telecommunications networks, computer systems, and all other information technology assets

and information and data contained therein or transmitted thereby, including any outsourced

systems and processes, in each case, that are used by or for, or otherwise relied on by,

any Company Group Member, including all Company Technology.

(z) “Company

Technology” means Technology owned by any Company Group Member.

(aa) “Confidentiality

Agreement” means that certain Mutual Non-Disclosure Agreement, dated as of January

30, 2026, by and between Range Fund Holdings, LLC and the Company, as amended from time to

time.

(bb) “Contract”

means any contract, subcontract, note, bond, mortgage, indenture, lease, license, sublicense

or other binding agreement.

(cc) “D&O

Claim” means any threatened, asserted, pending or completed claim, action, suit,

proceeding, inquiry or investigation, whether instituted by any party hereto, any Governmental

Entity or any other Person, whether civil, criminal, administrative, investigative or other,

including any arbitration or other alternative dispute resolution mechanism, arising out

of or pertaining to matters that relate to a Covered Person’s duties or service (a)

as a director or officer of a Company Group Member at or prior to the Effective Time (including

with respect to any acts, facts, events or omissions occurring in connection with the approval

of this Agreement and the Merger, including the consideration and approval thereof and the

process undertaken in connection therewith and any D&O Claim relating thereto) or (b)

at the request or for the benefit of a Company Group Member at or prior to the Effective

Time as a director, officer, employee or agent of another corporation or of a partnership,

joint venture, trust or other enterprise, including service with respect to an employee benefit

plan maintained by any Company Group Member.

(dd) “Employee

Benefit Plan” means any “employee benefit plan” (as defined in Section

3(3) of ERISA, whether or not subject to ERISA) and any other written or oral plan, policy,

program, agreement, arrangement or Contract providing for compensation or benefits, including

medical, dental, vision or other health, life insurance, employment, management, individual

consulting, severance, termination, change in control, transaction, retention, disability,

deferred compensation, bonus, commission, stock option, stock purchase, phantom equity, equity

appreciation or other equity or equity-based, relocation, repatriation, expatriation, vacation

or other fringe benefit or perquisite, incentive compensation, pension, retirement, profit

sharing, post-retirement or post-employment compensation or other compensation or benefit,

which (i) is sponsored, maintained or contributed to (or required to be contributed to) by

any of the Company Group Members or any of their respective ERISA Affiliates for the benefit

of, or relating to, any current or former Service Provider of any Company Group Member, or

(ii) with respect to which the Company Group Members would reasonably be expected to have

any Liability, including on account of any of their respective ERISA Affiliates.

(ee) “Equity

Securities” means, with respect to any Person, (i) any shares of capital or capital

stock or other voting securities of, or other equity or ownership interest in, such Person,

(ii) any securities of such Person convertible into or exchangeable or exercisable for cash

or shares of capital or capital stock or other voting securities of, or other equity or ownership

interests in, such Person, (iii) any warrants, calls, options, preemptive rights, rights

of first refusal or other rights to acquire from such Person, or other obligations of such

Person to issue, any shares of capital or capital stock or other voting securities of, or

other equity or ownership interests in, or securities convertible into or exchangeable or

exercisable for shares of capital or capital stock or other voting securities of, or other

equity or ownership interests in, such Person, or (iv) any restricted shares or units, equity

appreciation rights, performance shares or units, contingent value rights, profits interests,

profit participation rights, “phantom” equity or similar securities or rights

issued by or with the approval of such Person that are derivative of, or provide economic

benefits based, directly or indirectly, on the value or price of, any shares of capital or

capital stock or other voting securities of, other equity or ownership interests in, or any

business, products or assets of, such Person.

(ff) “ERISA”

means the Employee Retirement Income Security Act of 1974.

(gg) “ERISA

Affiliate” means any Person that is (or at any relevant time, has or would be)

considered a single employer with any Company Group Members under Section 414(b), (c), (m)

or (o) of the Code.

(hh) “Exchange

Act” means the Securities Exchange Act of 1934.

(ii) “FCA”

means the Financial Conduct Authority located in the United Kingdom or any other successor

thereto.

(jj) “FCPA”

means the Foreign Corrupt Practices Act of 1977.

(kk) “Financing”

means any equity or indebtedness raised or to be raised by Parent or its Affiliates in connection

with the Transactions other than the Equity Financing.

(ll) “Financing

Source” means any Person (other than Parent, Merger Sub and the Sponsors) that

commits to provide, arrange or otherwise enters into an agreement in connection with providing

or arranging Financing, together with their respective Affiliates, and their and their respective

Affiliates’ officers, directors, attorneys, agents and Representatives and their respective

successors and permitted assigns.

(mm) “FSMA”

means the Financial Services and Markets Act 2000, as amended, modified or supplemented

from time to time.

(nn) “Fund

Board Approvals” means, with respect to

each Approval Fund, the due consideration and approval by the board of trustees of USCF ETF

Trust, including the requisite approval of a majority of the trustees who are not “Interested

Persons,” as defined in Section 2(a)(19) of the Investment Company Act, of USCF ETF

Trust, of (i) an interim advisory agreement pursuant to Rule 15a-4 under the Investment Company

Act, to the extent necessary, effective at the Closing, and a new advisory agreement to be

in effect with USCF Advisers from and after the Closing or upon termination of such interim

advisory agreement, as applicable, in each case on terms substantially similar in all material

respects (including as to aggregate fees) to the applicable agreement in effect between USCF

Advisers and USCF ETF Trust on behalf of such Approval Fund as of the date of this Agreement,

(ii) new sub-advisory agreements to be in effect with the Approval Fund’s sub-adviser

from and after the Closing, in accordance with the conditions of the SEC exemptive order

permitting USCF Advisers and USCF ETF Trust to operate under a manager-of-managers structure,

(iii) new fee waiver arrangements to be in effect with USCF Advisers or the Approval Fund’s

sub-adviser from and after the Closing on terms substantially similar in all material respects

to the applicable arrangements existing as of the date of this Agreement, and (iv) such other

matters as may be required by the Investment Company Act.

(oo) “Fund

Shareholder Approvals” means, with respect

to each Approval Fund for which shareholder approval is required under applicable Law, approval

by the requisite threshold of shareholders of such Approval Fund of (i) the new advisory

agreement approved by the board of trustees of USCF ETF Trust, including the requisite approval

of a majority of the trustees who are not “Interested Persons,” as defined in

Section 2(a)(19) of the Investment Company Act, of USCF ETF Trust, and (ii) such board composition

arrangements as are required to be approved by shareholders under applicable Law, including,

in each case, the preparation and mailing to such shareholders of a proxy statement describing

the Merger, such new advisory agreement and such board composition arrangements and the holding

of a shareholder meeting as promptly as practicable.

(pp) “Fundamental

Representations” means the representations and warranties of the Company set forth

herein in Sections 3.1 (Organization and Authority; Approval), 3.2 (No

Violations), 3.3 (Capitalization), 3.4 (Subsidiaries), 3.8

(Absence of Certain Changes), 3.10(a) and 3.10(b) (Compliance with

Laws), 3.13 (Related Party Arrangements), and 3.14 (Brokers).

(qq) “GAAP”

means United States generally accepted accounting principles.

(rr) “Governmental

Entity” means any governmental or regulatory authority, agency, commission, body,

court or other legislative, executive or judicial governmental entity.

(ss) “Indebtedness”

means, with respect to any Person and without duplication, any of the following monetary

liabilities or obligations: (i) indebtedness for borrowed money (other than undrawn letters

of credit, surety bonds or bank guarantees); (ii) indebtedness evidenced by bonds, debentures,

notes or other similar instruments or debt securities; (iii) liabilities for reimbursement

of any obligor on letters of credit, banker’s acceptances or similar instruments, in

each case solely to the extent funds have been drawn and are payable thereunder; (iv) liabilities

pursuant to leases required to be capitalized under GAAP (other than any liabilities pursuant

to leases which would not have been required to be capitalized under GAAP prior to the implementation

of ASC 842); (v) liabilities arising out of interest rate or currency swap arrangements or

other swap, option, derivative or hedging arrangements designed to provide protection against

fluctuations in interest or currency rates; (vi) any deferred acquisition purchase price

or “earn-out” agreements related to past acquisitions (other than contingent

indemnification obligations that have not matured and as to which no claims have been made,

or to the knowledge of the Company, threatened); (vii) any unfunded or underfunded pension,

gratuity, provident fund, or similar types of arrangements; (viii) all guarantees of the

obligations of other Persons described in clauses (i) through (vii) above; and (ix) all obligations

of other Persons described in clauses (i) through (viii) above secured by any Lien on property

of such Person; provided that Indebtedness shall not include (A) accounts payable

to trade creditors and accrued expenses, in each case arising in the ordinary course of business

and (B) liabilities or obligations solely between the Company and any wholly-owned Company

Group Member or solely between any wholly-owned Company Group Members. For the avoidance

of doubt, Taxes shall not constitute “Indebtedness.”

(tt) “Inquiry”

means an inquiry, request for discussions or negotiations or request to review non-public

information that would reasonably be expected to indicate an interest in making or effecting

an Acquisition Proposal or an Acquisition Transaction.

(uu) “Intellectual

Property Rights” means all intellectual property rights anywhere in the world,

and all (i) intellectual property patents, patent disclosures, inventions and improvements

thereto (whether or not patentable and whether or not reduced to practice), and patent applications

and all reissues, divisionals, re-examinations, renewals, extensions, provisionals, continuations

and continuations-in-part thereof (“Patents”), (ii) copyrights and works

of authorship, copyright registrations and copyright applications, “moral” rights

and mask work rights, and copyrightable subject matter (“Copyrights”),

(iii) trade and industrial secrets, confidential and proprietary information and know how,

technologies, databases, processes, techniques, methods, algorithms, designs, specifications,

(iv) trademarks, trade names, logos, slogans, trade dress, corporate names, and service marks,

and other indicia of source or origin, and any applications or registration of the same,

and all related goodwill therefor throughout the world (“Marks”), (v)

domain names, uniform resource locators, social media accounts and handles, other names and

locators associated with the Internet, and all registrations therefor (“Domains”),

(vi) all rights in databases and data collections, (vii) intellectual property or proprietary

rights relating or with respect to Technology, (viii) analogous rights to those set forth

above, and (ix) all past, present and future claims and causes of action arising out of or

related to infringement or misappropriation of any of the foregoing.

(vv) “Intervening

Event” means any Change that (i) was not known or reasonably foreseeable to the

Special Committee on the Agreement Date (or if known or reasonably foreseeable, the consequences

of which were not known or reasonably foreseeable to the Special Committee on the Agreement

Date), and becomes known to the Special Committee prior to the Company’s receipt of

the Stockholder Consent, (ii) does not relate to any Acquisition Proposal, and (iii) does

not relate to the mere fact, in and of itself, that the Company meets or exceeds any internal

or published projections, forecasts, estimates or predictions of revenue, earnings or other

financial or operating metrics for any period, or any changes after the date hereof in the

market price or trading volume of the Company Common Stock (it being understood that the

event or circumstance underlying any of the foregoing in this clause (iii) may be taken into

consideration in determining whether an Intervening Event has occurred, unless otherwise

excluded by the exceptions to this definition).

(ww) “IRS”

means the United States Internal Revenue Service.

(xx) “knowledge

of the Company” means the actual knowledge of Nicholas Gerber and David Neibert

after due inquiry of the executive-level management personnel of the Company.

(yy) “knowledge

of Parent” means the actual knowledge of Tim Rotolo after due inquiry of the executive-level

management personnel of the Parent.

(zz) “Law”

means any law (including common law), act, statute, rule, regulation, Order, constitution,

treaty, convention, ordinance or, code of any Governmental Entity.

(aaa) “Legal

Proceeding” means any claim, action, charge, lawsuit, litigation, audit, subpoena,

investigation, governmental inquiry, arbitration, or other formal legal action or proceeding

brought by or pending before any Governmental Entity, arbitrator, mediator or other tribunal.

(bbb) “Liabilities”

means any debt, loss, damage, liability or obligation, whether direct or indirect, known

or unknown, asserted or unasserted, matured or unmatured, absolute or contingent, accrued

or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, vested

or unvested, executory or due or to become due, and whether in contract, tort, strict liability

or otherwise and whether or not required to be recorded or reflected on a balance sheet prepared

in accordance with GAAP.

(ccc) “Lien”

means any mortgage, pledge, lien, encumbrance, license (other than non-exclusive licenses),

charge, condition, equitable interest, option, security interest, claim or other security

interest.

(ddd) “Merger

Consideration” means the aggregate amount of cash payable pursuant to Article II

in respect of all Company Capital Stock, Company Options and Company RSAs outstanding immediately

prior to the Effective Time.

(eee) “MGUS”

means Marygold & Co., a Delaware corporation and wholly owned subsidiary of the Company.

(fff) “Non-U.S.

Employee Plans” means, collectively, each Employee Benefit Plan that is maintained

for the benefit of any current or former Service Provider, as applicable, who is located

primarily in a country other than the United States or their dependents or that is solely

subject to the Laws of any jurisdictions other than the United States, excluding any Employee

Benefit Plan sponsored or administered by a Governmental Entity.

(ggg) “Open

Source Software” means any software (in source or object code form) that is subject

to (a) a license or other agreement commonly referred to as an open source, free software,

copyleft or community source code license (including any code or library licensed under the

GNU General Public License, GNU Lesser General Public License, GNU Affero GPL, BSD License,

Apache Software License, or any other public source code license arrangement), or (b) any

other license or other agreement that requires, as a condition of the use, modification or

distribution of software subject to such license or agreement, that such software or other

software linked with, called by, combined or distributed with such software (i) be disclosed,

distributed, made available, offered, licensed or delivered in source code form, (ii) be

licensed for the purpose of making derivative works, (iii) be licensed under terms that allow

reverse engineering, reverse assembly, or disassembly of any kind, (iv) be redistributable

at no charge, or (v) grant any patent rights (other than patent rights in such item of software),

including non-assertion or patent license obligations (other than patent obligations relating

to the use of such item of software), including any license defined as an open source license

by the Open Source Initiative as set forth on www.opensource.org.

(hhh) “Order”

means any order, judgment, injunction, decree, writ, charge, verdict, debarment, assessment,

stipulation, determination, or award, in each case entered by or with any Governmental Entity.

(iii) “Pension

Plan” means an “employee pension benefit plan,” within the meaning

of Section 3(2) of ERISA.

(jjj) “Permitted

Liens” means (i) mechanics, materialmen’s and similar Liens arising or incurred

in the ordinary course of business for amounts which are not yet due and payable and with

respect to which the Company Group Members maintain adequate reserves as set forth on the

Company’s financial statements, (ii) Liens for Taxes that are not yet delinquent or

that are being contested in good faith through (if then appropriate) appropriate proceedings

and with respect to which the Company Group Members maintain adequate reserves as set forth

on the Financial Statements, (iii) Liens on real property (including easements, covenants,

rights of way, and similar restrictions of record) that (A) are matters of record and (B)

would be disclosed by a current, accurate survey or physical inspection of such real property,

in each case, that do not materially interfere with the present uses of such real property

and (iv) Liens constituting a lease, sublease, license, or occupancy agreement that gives

any third party any right to occupy any real property.

(kkk) “Person”

means any individual, corporation (including any non-profit corporation), limited liability

company, joint stock company, general partnership, limited partnership, limited liability

partnership, joint venture, estate, trust, firm, Governmental Entity or other enterprise,

association, organization or entity.

(lll) “Personal

Information” means, in addition to any definition provided by any Company Group

Member for any similar or equivalent term under applicable Laws (e.g., “personally

identifiable information,” “personal data,” “nonpublic information,”

or “PII”) in any privacy notice or other public-facing statement by such Company

Group Member, all information regarding or capable of being associated with an individual

consumer or device, including: (a) information that identifies, could be used to identify

or is otherwise identifiable with an individual, including name, physical address, telephone

number, email address, financial account number, government-issued identifier (including

Social Security number and driver’s license number), medical, health or insurance information,

gender, date of birth, educational or employment information, religious or political views

or affiliations, marital or other status, photograph, face geometry, or biometric information,

geo-location, and any other data used or intended to be used to identify, contact or precisely

locate an individual; (b) any data regarding an individual’s activities online or on

a mobile or other application (e.g., searches conducted, web pages or content visited or

viewed); and (c) Internet Protocol addresses or other persistent identifiers, including persistent

device identifiers, MAC addresses, IP addresses, mobile advertising identifiers and cookies.

Personal Information may relate to any individual, including a current, prospective or former

customer, employee or vendor of any Person. Personal Information includes such information

in any form, including paper, electronic and other forms.

(mmm) “Processing”

(or “Process” or “Processed”) means any theft, loss,

security or disposal of or to, any data, information or Company System, or to perform any

operation or set of operations upon such data, whether manually or by automatic means, including

accessing, manipulating, blocking, erasing, destroying, collecting, compiling, combining,

analyzing, enhancing, enriching, recording, sorting, organizing, structuring, accessing,

storing, processing, adapting, retaining, retrieving, consulting, using, transferring, aligning,

transmitting, disclosing, altering, distributing, disseminating or otherwise making available

such data.

(nnn) “Registered

Intellectual Property” means all United States, international and foreign (i) Patents

and Patent applications (including provisional applications); (ii) registered Marks and applications

to register Marks (including intent-to-use applications, or other registrations or applications

related to Marks); (iii) registered Copyrights and applications for Copyright registration;

and (iv) registered Domains.

(ooo) “Representatives”

means, with respect to a Person, such Person’s Affiliates and its and their respective

directors, officers, employees, consultants, agents, attorneys, accountants, representatives

and advisors.

(ppp) “Rollover

Shares” means 670,499 Shares held by Range Capital Holdings, LLC as of the Agreement

Date.

(qqq) “Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002.

(rrr) “SEC”

means the United States Securities and Exchange Commission.

(sss) “Securities

Act” means the Securities Act of 1933.

(ttt) “Service

Provider” means any employee, officer, director, individual consultant or other

individual service provider of any Company Group Member.

(uuu) “Shares”

means the outstanding shares of the Company Common Stock, Series A Preferred Stock and Series

B Preferred Stock.

(vvv) “Stock

Exchange” means NYSE American LLC.

(www) “Subsidiary”

means, with respect to any Person, any Person with respect to which such first Person directly

or indirectly owns or purports to own, beneficially or of record, (i) an amount of voting

securities or other equity interests in such second Person that is sufficient to enable such

first Person to elect at least a majority of the members of such second Person’s board

of directors or comparable governing body or (ii) at least 50% of the outstanding equity,

voting or financial interests in such second Person.

(xxx) “Superior

Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction

(except that the references in the definition thereof to “20%” shall be deemed

to be references to “50%”) that (i) was not the result or effect of a material

violation of Section 5.3(a) and (ii) is on terms that the Special Committee, or the

Company Board, acting on the recommendation of the Special Committee, as determined in good

faith (after consultation with its financial advisor and outside legal counsel), taking into

account all legal, regulatory and financing aspects of the proposal (including the timing

and certainty of closing), the identity of the Person making the proposal and other aspects

of the Acquisition Proposal that the Company Board or the Special Committee deems relevant,

and, if consummated, would be more favorable from a financial point of view to the Company

Stockholders (in their capacity as such) than the Transactions (taking into account any revisions

to this Agreement made or proposed in writing by Parent prior to the time of such determination

in accordance with Section 5.3(d)).

(yyy) “Tax”

means (i) any U.S. federal, provincial, state, municipal and non-U.S. taxes, assessments

and similar governmental charges and impositions in the nature of taxes (including gross

receipts, income, profits, sales, use, goods, occupation, value added, ad valorem, transfer,

franchise, withholding, payroll, social security (or similar), pension, employment, severance,

workers compensation excise, estimated, stamp, custom, duty, license, alternative or add-on,

minimum, escheat, abandoned or unclaimed property, real property and personal property taxes,

however denominated, and whether or not disputed, together with all interest, penalties,

fines, and additions imposed with respect to such amounts, whether disputed or not), and

(ii) any liability for the payment of any amounts of any of the foregoing types as a result

of being a member of an affiliated, consolidated, combined or unitary group, or being a party

to any agreement or arrangement whereby liability for payment of such amounts was determined

or taken into account with reference to the liability of any other Person.

(zzz) “Tax

Return” means any report, return (including information return), claim for refund,

election, estimated tax filing, declaration, statement or other document required to be filed

or actually filed with a Governmental Entity with respect to Taxes, including any schedule

or attachment thereto, and including any amendments thereof.

(aaaa) “Technology”

means tangible embodiments of any or all of the following (i) works of authorship including

all computer programs, software, applications, operating systems, firmware, source code,

executable code, whether embodied in software, firmware or otherwise, user interfaces, architecture,

network configurations, algorithms, routines, methods, processes, formulae, routines, protocols,

schematics, specifications, documentation, designs, files, records, and data related to the

foregoing, (ii) inventions (whether or not patentable), discoveries, improvements, and technology,

(iii) proprietary and confidential information, trade secrets and know how, (iv) databases,

data compilations and collections, and technical data, (v) tools, methods and processes,

and (vi) any and all instantiations of the foregoing in any form and embodied in any media.

(bbbb) “Terminated

Fund” means (i) USCF Gold Strategy Plus Income Fund (previous ticker symbol USG),

(ii) USCF Dividend Income Fund (previous ticker symbol UDI), (iii) USCF Sustainable Battery

Metals Strategy Fund (previous ticker symbol ZSB), (iv) USCF Energy Commodity Strategy Absolute

Return Fund (previous ticker symbol USE), (v) USCF Sustainable Commodity Strategy Fund (previous

ticker symbol ZSC), and (vi) USCF Oil Plus Bitcoin Strategy Fund (previous ticker symbol

WTIB), and any subsidiary thereof.

(cccc) “Third

Person” means any Person or “group” (within the meaning of Section

13(d) of the Exchange Act) of Persons, other than (i) the Company or any of its controlled

Affiliates or (ii) Parent, Merger Sub, the Sponsors or any of their respective Affiliates

or any “group” including Parent, Merger Sub, the Sponsors or any of their respective

Affiliates.

(dddd) “Transaction

Documents” means, collectively, this Agreement and any other agreements, certificates

or instruments contemplated hereby.

(eeee) “Transaction

Litigation” means any Legal Proceeding commenced or threatened in writing against

a Party or any of its Subsidiaries or Affiliates or their respective directors or officers

or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or

Affiliates, in each case in connection with, arising from or otherwise relating to or regarding

the Transactions, including any Legal Proceeding alleging or asserting any misrepresentation

or omission in the Information Statement or any other communications to the Company Stockholders,

other than any Legal Proceedings among the Parties.

(ffff) “Transactions”

means the Merger and the other transactions contemplated by this Agreement.

(gggg) “WARN”

means the Worker Adjustment and Retraining Notification Act of 1988, or any similar Laws.

(hhhh) “Willful

Breach” means a material breach that is a consequence of an intentional act or

intentional failure to act undertaken by the breaching party with actual knowledge that such

party’s act or failure to act would, or would reasonably be expected to, cause, result

in or constitute such material breach.

1.2 Additional

Definitions.

The

following capitalized terms have the respective meanings given to them in the respective Sections of this Agreement set forth opposite

each of the capitalized terms below:

Term

Section Reference

Advisers Act

3.15(a)

Advisor

3.1(b)

Agreement

Preamble

Agreement Date

Preamble

Alternative Acquisition Agreement

5.3(a)

Amended and Restated Bylaws

2.7(b)

Articles

2.7(a)

Articles of Merger

2.2

Authorization

3.2(a)

Capitalization Date

3.3(a)

CEA

3.15(a)

Term

Section Reference

Certificates

2.11(c)(i)

CFTC

3.15(a)

CFTC Regulations

3.15(a)

Chosen Courts

9.10(a)

Closing

2.3

Closing Date

2.3

Company

Preamble

Company Board

Recitals

Company Board Recommendation

3.1(c)

Company Board Recommendation Change

5.3(c)

Company Counsel

9.10(b)(i)

Company Option

2.10(a)(i)

Company Related Parties

8.3(f)(i)

Company RSA

2.10(b)

Company SEC Reports

3.5

Company Termination Fee

8.3(b)

Company Warrants

2.10(c)

Covered Persons

6.8(a)

Current Bylaws

2.7(b)

Data Security Requirements

3.11(f)

Disclosure Schedule

Article III

Distribution Schedule

2.13

Effective Time

2.2

Electronic Delivery

9.13

Enforceability Limitations

3.1(e)

Enforcement Expenses

8.3(d)

Equity Commitment Letters

Recitals

Equity Financing

4.6(a)

Exchange Fund

2.11(b)

Existing Indemnification Arrangements

6.8(a)

FCA Approval

7.2(f)

FCA Filing

5.5(d)

Filing

3.2(a)

Financing Conditions

4.6(b)

Information Statement

6.5(a)

Intercompany Arrangement

3.13

Interim Period

5.1

Investment Company Act

3.15(b)

Lease Agreements

3.18

Leased Real Property

3.18

Marketing Rule

3.15(d)

Material Contract

3.21

Merger

Recitals

Merger Sub

Preamble

NFA

3.15(a)

NRS

Recitals

Ordinary Course

5.1

Owned Company Shares

2.9(a)(v)

Term

Section Reference

Parent

Preamble

Parent and Merger Sub Disclosure Schedule

Article IV

Parent Related Parties

8.3(f)(i)

Party

Preamble

Payment Agent

2.11(a)

Per Share Price

2.9(a)(ii)

Permits

3.10

Permitted Actions

5.1

Pre-Closing Board

6.8(b)

Pre-Closing Board Member

6.8(b)

Privileged Transaction Communications

9.10(b)(ii)

Qualified Plan

3.19(d)

Range Capital

2.5

Related Party Arrangement

3.13

Required Amounts

4.6(d)

Requisite Stockholder Approval

3.1(d)

Resigning Officers

2.7(b)

Series A Preferred Stock

2.9(a)(iii)

Series A Preferred Stock Consideration

2.9(a)(iii)

Series B Preferred Stock

2.9(a)(iv)

Series B Preferred Stock Consideration

2.9(a)(iv)

Special Committee

Recitals

Sponsors

4.6(a)

Stockholder Consent

3.1(d)

Stockholder Counsel

9.10(b)(i)

Supporting Stockholders

Recitals

Surviving Corporation

2.1

Tail Policy

6.8(b)

Takeover Statute

3.17

Termination Board Approvals

5.4(a)

Termination Date

8.1(c)

Termination Shareholder Approvals

5.4(a)

Transaction Engagement

9.10(b)(i)

UK Subsidiaries

6.3

Uncertificated Shares

2.11(c)(ii)

USCF Advisers

3.15(a)

USCF Entity

3.15(a)

USCF Investments

3.15(a)

USCF LLC

3.15(a)

Voting and Support Agreement

Recitals

1.3 Certain

Interpretations.

(a) When

a reference is made in this Agreement to an Article or a Section, such reference is to an

Article or a Section of this Agreement unless otherwise indicated. When a reference is made

in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to

this Agreement, as applicable, unless otherwise indicated.

(b) When

used herein, (i) the words “hereof,” “herein” and “herewith”

and words of similar import will, unless otherwise stated, be construed to refer to this

Agreement as a whole and not to any particular provision of this Agreement; and (ii)

the words “include,” “includes” and “including” will

be deemed in each case to be followed by the words “without limitation.”

the context otherwise requires, “neither,” “nor,” “any,”

“either” and “or” are not exclusive.

(d) The

word “extent” in the phrase “to the extent” means the degree to which

a subject or other thing extends, and does not simply mean “if.”

(e) When

used in this Agreement, references to “$” or “Dollars” are references

to U.S. dollars.

(f) The

meaning assigned to each capitalized term defined and used in this Agreement is equally applicable

to both the singular and the plural forms of such term, and words denoting any gender include

all genders. Where a word or phrase is defined in this Agreement, each of its other grammatical

forms has a corresponding meaning.

(g) When

reference is made to any party to this Agreement or any other agreement or document, such

reference includes such party’s successors and permitted assigns and, in the case of

any Governmental Entity, to any Person succeeding to its functions and capabilities. References

to any Person include the successors and permitted assigns of that Person.

(h) Unless

the context otherwise requires, all references in this Agreement to the Subsidiaries of a

Person will be deemed to include all direct and indirect Subsidiaries of such entity.

(i) A

reference to any specific legislation or to any provision of any legislation includes any

amendment to, and any modification, reenactment or successor thereof, any legislative provision

substituted therefor and all rules, regulations and statutory instruments issued thereunder

or pursuant thereto, except that, for purposes of any representations and warranties in this

Agreement that are made as a specific date, references to any specific legislation will be

deemed to refer to such legislation or provision (and all rules, regulations and statutory

instruments issued thereunder or pursuant thereto) as of such date. References to any agreement

or Contract are to that agreement or Contract as amended, modified or supplemented from time

to time.

(j) All

accounting terms used herein will be interpreted, and all accounting determinations hereunder

will be made, in accordance with GAAP.

(k) The

table of contents and headings set forth in this Agreement are for convenience of reference

purposes only and will not affect or be deemed to affect in any way the meaning or interpretation

of this Agreement or any term or provision hereof.

(l) The

measure of a period of one month or year for purposes of this Agreement will be the date

of the following month or year corresponding to the starting date. If no corresponding date

exists, then the end date of such period being measured will be the next actual date of the

following month or year (for example, one month following May 18 is June 18 and one month

following May 31 is July 1).

(m) The

Parties agree that they have been represented by legal counsel during the negotiation and

execution of this Agreement and therefore waive the application of any Law, holding or rule

of construction providing that ambiguities in an agreement or other document will be construed

against the Party drafting such agreement or document.

(n) No

summary of this Agreement or any Exhibit or Schedule delivered herewith prepared by or on

behalf of any Party will affect the meaning or interpretation of this Agreement or such Exhibit

or Schedule.

(o) The

information contained in this Agreement and in the Disclosure Schedule is disclosed solely

for purposes of this Agreement, and no information contained herein or therein will be deemed

to be an admission by any Party to any Third Person of any matter whatsoever, including (i)

any violation of Law or breach of contract or (ii) that such information is material or that

such information is required to be referred to or disclosed under this Agreement.

(p) The

representations and warranties in this Agreement are the product of negotiations among the

Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations

and warranties are subject to waiver by the Parties in accordance with Section 8.5

without notice to any other Person. In some instances, the representations and warranties

in this Agreement may represent an allocation among the Parties of risks associated with

particular matters regardless of the knowledge of any of the Parties. Consequently, Persons

other than the Parties may not rely on the representations and warranties in this Agreement

as characterizations of actual facts or circumstances as of the date hereof or as of any

other date.

(q) Documents

or other information or materials will be deemed to have been “made available”

by the Company if such documents, information or materials have been (i) provided by the

Company in writing (including email) to Range Capital or any of its Affiliates or any of

their respective advisors, (ii) posted to a virtual data room managed by Range Capital at

get.ansarada.com or (iii) made publicly available in the Electronic Data Gathering, Analysis

and Retrieval database of the SEC, at www.sec.gov, in each case, two Business Days prior

to 5:00 p.m. Eastern Time on the day prior to the Agreement Date.

Article

THE MERGER

2.1 The

Merger.

Upon

the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the NRS, on the Closing Date at

the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will

thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation

of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

2.2 The

Effective Time.

Upon

the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause

the Merger to be consummated pursuant to the NRS by filing articles of merger (the “Articles of Merger”) with the

Nevada Secretary of State in accordance with the applicable provisions of the NRS and the applicable requirements of the Nevada Secretary

of State (the time of such filing and acceptance by the Nevada Secretary of State, or such later effective date and time permitted under

the NRS as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Articles of Merger, being referred to

herein as the “Effective Time”).

2.3 The

Closing.

The

consummation of the Merger will take place at a closing (the “Closing”) to occur (a) remotely at 9:00 a.m. Eastern

Time on the date that is three (3) Business Days after the satisfaction or waiver (to the extent permitted hereunder) of the last to

be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied

at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions); or (b) such other

time, location and date as Parent, Merger Sub and the Company (with the prior consent of the Special Committee) mutually agree in writing.

The date on which the Closing actually occurs is referred to as the “Closing Date.”

2.4 Merger

Consideration.

The

aggregate consideration to be paid by Parent in respect of the Merger shall be the Merger Consideration, subject to the terms of this

Article II, which shall be paid in accordance with the terms of this Article II.

2.5 Rollover

Shares.

Immediately

prior to the Effective Time, Range Capital Holdings, LLC (“Range Capital”) will contribute or otherwise transfer the

Rollover Shares to Parent or an Affiliate of Parent in a transaction governed by Section 721 of the Code for U.S. federal income, and

any other applicable, tax purposes.

2.6 Effect

of the Merger.

the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the NRS. Without

limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers

and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company

and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

2.7 Articles

of Incorporation and Bylaws.

(a) Articles

of Incorporation. At the Effective Time, by virtue of the Merger and without necessity

of further action by the Company or any other Person, the Amended and Restated Articles of

Incorporation of the Company (the “Articles”), will be amended and restated

in their entirety as set forth in Exhibit A to this Agreement, and such amended and

restated articles of incorporation will be the articles of incorporation of the Surviving

Corporation until thereafter amended in accordance with the applicable provisions of the

NRS and such articles of incorporation and consistent with the obligations set forth in Section

6.9.

(b) Bylaws.

At the Effective Time, by virtue of the Merger and without necessity of further action by

the Company or any other Person, the Bylaws of the Company effective on March 20, 2017 (as

amended, and as further amended prior to the Effective Time, the “Current Bylaws”)

will be amended and restated in their entirety as set forth in Exhibit B to this Agreement

(the “Amended and Restated Bylaws”), and such Amended and Restated Bylaws

will be the bylaws of the Surviving Corporation until thereafter amended in accordance with

the applicable provisions of the NRS, the articles of incorporation of the Surviving Corporation

and such bylaws and consistent with the obligations set forth in Section 6.9.

2.8 Directors

and Officers.

(a) Directors.

At the Effective Time, by virtue of the Merger and without necessity of further action by

the Company or any other Person, the directors of Merger Sub as of immediately prior to the

Effective Time will become, and comprise all of, the directors of the Surviving Corporation

at the Effective Time, each such director to hold office in accordance with the articles

of incorporation and the Current Bylaws of the Surviving Corporation and until such director’s

successor is duly elected or appointed and qualified.

(b) Officers.

Prior to or at the Closing, the Company shall deliver to Parent a duly executed resignation

and release letter from each of the officers of the Company set forth on Schedule II

(collectively, the “Resigning Officers”). At the Effective Time, by virtue

of the Merger and without necessity of further action by the Company or any other Person,

other than the Resigning Officers, the officers of the Company as of immediately prior to

the Effective Time will become, and comprise all of, the officers of the Surviving Corporation

at the Effective Time, each such officer to hold office in accordance with the articles of

incorporation and the Current Bylaws of the Surviving Corporation and until such officer’s

successor is duly elected and qualified.

2.9 Effect

on Capital Stock.

(a) Capital

Stock. Unless otherwise mutually agreed by the Parties or by Parent and the applicable

holder, upon the terms and subject to the conditions set forth in this Agreement, at the

Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger

Sub, the Company or the holders of any of the following securities, the following will occur:

(i) each

share of common stock, par value $0.001 per share, of Merger Sub that is outstanding as of

immediately prior to the Effective Time will be converted into one validly issued, fully

paid and nonassessable share of the common stock of the Surviving Corporation, and thereupon

each certificate representing ownership of such shares of common stock of Merger Sub will

thereafter represent ownership of such share of the common stock of the Surviving Corporation;

(ii) each

share of Company Common Stock that is issued and outstanding as of immediately prior to the

Effective Time (other than Owned Company Shares and Rollover Shares) will be cancelled and

extinguished and automatically converted into the right to receive cash in an amount equal

to $2.00, without interest thereon (the “Per Share Price”), less any applicable

Tax withholdings, in accordance with the provisions of Section 2.15 (or in the case

of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required)

in accordance with the provisions of Section 2.13);

(iii) each

share of Series A Convertible, Voting, Preferred Stock, par value $0.001 per share, of the

Company (the “Series A Preferred Stock”) that is issued and outstanding

as of immediately prior to the Effective Time will be cancelled and extinguished and automatically

converted into the right to receive cash in an amount equal to the product of (A) the Per

Share Price and (B) the number of shares of Company Common Stock into which such shares of

Series A Preferred Stock is convertible pursuant to the Articles immediately prior to the

Effective Time, without interest thereon and less any applicable Tax withholdings (such cash

amount, the “Series A Preferred Stock Consideration”);

(iv) each

share of Series B Convertible, Voting, Preferred Stock, par value $0.001 per share, of the

Company (the “Series B Preferred Stock”) that is issued and outstanding

as of immediately prior to the Effective Time will be cancelled and extinguished and automatically

converted into the right to receive cash in an amount equal to the product of (A) the Per

Share Price and (B) the number of shares of Company Common Stock into which such shares of

Series B Preferred Stock is convertible pursuant to the Articles immediately prior to the

Effective Time, without interest thereon and less any applicable Tax withholdings (such cash

amount, the “Series B Preferred Stock Consideration”); and

(v) each

share of Company Capital Stock that is (A) held by the Company as a treasury share (as defined

in NRS 78.283); (B) owned by Parent or Merger Sub; or (C) owned by any direct or indirect

wholly-owned Subsidiary of Parent or Merger Sub as of immediately prior to the Effective

Time (collectively, the “Owned Company Shares”) will be cancelled and

extinguished without any conversion thereof or consideration paid therefor.

(b) Adjustment

to the Per Share Price. Payments pursuant to Section 2.9, Section 2.10

and any other similarly dependent items will be adjusted appropriately to reflect the effect

of any stock split, reverse stock split, stock dividend (including any dividend or other

distribution of securities convertible into Company Common Stock), reorganization, recapitalization,

reclassification, combination, exchange of shares or other similar change with respect to

the Company Common Stock occurring on or after the date hereof and prior to the Effective

Time.

Dissenter’s Rights.

(i) Pursuant

to NRS 92A.390, no holder of any shares of Company Common Stock or Company Preferred Stock

will have or be entitled to assert dissenter’s rights or any other rights of appraisal

as a result of, or in connection with, this Agreement or the transactions contemplated hereby,

including the Merger.

(ii) Notwithstanding

the foregoing, the Company will give Parent (A) prompt notice of any purported demands for

payment received by the Company, withdrawals of such purported demands and any other instruments

purporting to assert or demand any dissenter’s rights or any other rights of appraisal

under the NRS or otherwise; and (B) the opportunity to participate in and control all

negotiations and Legal Proceedings with respect thereto. The Company may not, except with

the prior written consent of Parent, make any payment with respect to any such purported

demands or assertions, or settle or offer to settle any such purported demands or assertions.

2.10 Equity

Awards.

(a) Company

Options.

(i) Company

Options. At the Effective Time, except as otherwise explicitly agreed in writing by the

Parties or between Parent and the holder of the Company Option, each Company Option that

is outstanding and unexercised immediately prior to the Effective Time, whether vested or

unvested, shall, in each case, without any action on the part of Parent, the Company or the

holder thereof, be cancelled, with the holder of such Company Option becoming entitled solely

to receive, in full satisfaction of the rights of such holder with respect thereto, an amount

in cash, less any applicable Tax withholdings, equal to the product obtained by multiplying

(A) the excess of the Per Share Price over the per share exercise price of such Company Option,

by (B) the number of shares of Company Common Stock covered by such Company Option immediately

prior to the Effective Time. In respect of Persons who hold Company Options who are employees

of any Company Group Member, the Surviving Corporation shall pay the amounts due pursuant

to this Section 2.10(a)(i) on the first payroll date that is at least five (5) Business

Days following the Closing Date, through the applicable Company Group Member’s payroll

system or, with respect to any Company Option held by Persons who are not employees of any

Company Group Member, at the Surviving Corporation’s election, through the Surviving

Corporation’s standard accounts payable procedures or the Payment Agent.

(ii) Out-of-the-Money

Company Options. Notwithstanding anything to the contrary, any Company Option that has

a per share exercise price that is equal to or greater than the Per Share Price, whether

vested or not, shall be cancelled for no consideration as of the Effective Time.

(b) Company

Restricted Stock Awards. At the Effective Time, except as otherwise explicitly agreed

in writing by the Parties or between Parent and the holder of the Company restricted stock

awards, granted under a Company Equity Plan that is subject solely to time-based vesting

conditions (each, a “Company RSA”), whether vested or unvested, shall

automatically and without any required action on the part of the holder thereof or the Company,

be cancelled and be converted into the right to receive (without interest) an amount in cash

equal to the product of (x) the total number of shares of Company Common Stock subject to

such Company RSA immediately prior to the Effective Time, multiplied by (y) the Per Share

Price, less applicable Tax withholdings. In respect of Persons who hold Company RSAs who

are employees of any Company Group Member, the Surviving Corporation shall pay the amounts

due pursuant to this Section 2.10(b) on the first payroll date that is at least five

(5) Business Days following the Closing Date, through the applicable Company Group Member’s

payroll system or, with respect to any Company RSA held by Persons who are not employees

of any Company Group Member, at the Surviving Corporation’s election, a non-employee

member of the Company Board, through the Surviving Corporation’s standard accounts

payable procedures or the Payment Agent.

Warrants. At the Effective Time, each warrant to purchase shares of Company Common Stock

that is outstanding and unexercised immediately prior to the Effective Time (each, a “Company

Warrant”) that has a per share exercise price that is equal to or greater than

the Per Share Price shall, in each case, without any action on the part of Parent, Merger

Sub, the Company or the holder thereof, be cancelled.

(d) Further

Actions. This Section 2.10 shall serve as an amendment to the Company Equity Plans

and any award or grant agreements governing any Company Option and Company RSA. The Company

(including the Company Board or any committee thereof that governs or administers the outstanding

Company Option, Company RSA or the Company Equity Plans) shall, prior to the Effective Time,

take or cause to be taken all actions to effectuate the provisions of this Section 2.10

and to terminate the Company Equity Plans, effective as of the Effective Time; such that,

following the Effective Time, there shall be no outstanding Company Options or Company RSAs

(whether vested or unvested). The Company shall, prior to the Effective Time, take or cause

to be taken all actions and deliver all notices required pursuant to the Company Warrants

and the agreements or instruments governing the Company Warrants to effectuate the provisions

of Section 2.10(c), such that, following the Effective Time, there shall be no Company

Warrants outstanding.

2.11 Exchange

of Certificates.

(a) Payment

Agent. The Company’s transfer agent at Closing will act as the payment agent for

the Merger, provided that if this party is unwilling or unable to perform in this role, then

the Parties will mutually agree upon a transfer agent or such other bank or trust company

(such party, the “Payment Agent”). Prior to the Effective Time, the Company

and Parent shall enter into a paying agent agreement with the Payment Agent, which agreement

shall set forth the duties, responsibilities and obligations of the Payment Agent consistent

with the terms of this Agreement and otherwise reasonably acceptable to the Company and Parent.

(b) Exchange

Fund. At or prior to the Closing, Parent will deposit (or cause to be deposited) with

the Payment Agent, by wire transfer of immediately available funds, for payment to the holders

of Shares pursuant to Section 2.9(a) and, to the extent applicable, Section 2.10(a)

and 2.10(b), an amount of cash equal to the aggregate consideration to which such

holders of Company Common Stock (excluding, for the avoidance of doubt, any Owned Company

Shares and Rollover Shares), Series A Preferred Stock and Series B Preferred Stock and, solely

to the extent that the Surviving Corporation elects to pay the non-employee holders of Company

Options and non-employee holders of Company RSAs through the Payment Agent, the non-employee

Option Holders and non-employee holders of Company RSAs, become entitled pursuant to Section

2.9(a) and, to the extent applicable, Section 2.10(a) and 2.10(b) (the

“Exchange Fund”); provided, that the Company shall, and shall cause

its Subsidiaries to, at the written request of Parent, deposit with the Payment Agent at

the Closing such portion of the aggregate consideration from cash or cash equivalents held

by the Company or its Subsidiaries as specified in such request. To the extent that the Exchange

Fund diminishes for any reason below the level required for the Payment Agent to promptly

pay the cash amounts contemplated by Section 2.9(a) and, to the extent applicable,

Section 2.10(a) and 2.10(b), Parent will, or will cause the Surviving Corporation

to, promptly replace or restore the amount of cash in the Exchange Fund so as to ensure that

the Exchange Fund is at all times fully available for distribution and maintained at a level

sufficient for the Payment Agent to make the payments contemplated by Section 2.9(a)

and, to the extent applicable, Section 2.10(a) and 2.10(b). Any income from

investment of the Exchange Fund will be payable to Parent or the Surviving Corporation, as

Parent directs.

Procedures.

(i) Certificates.

Promptly following the Effective Time (and in any event within five (5) Business Days), Parent

and the Surviving Corporation will cause the Payment Agent to mail to each holder of record

(as of immediately prior to the Effective Time) of a certificate or certificates that immediately

prior to the Effective Time represented outstanding Shares (other than Owned Company Shares

and Rollover Shares) (the “Certificates”) (i) a letter of transmittal

that is reasonably acceptable to the Company (which will provide for the submission of an

applicable IRS Form W-8 and/or W-9 by such holder of record and specify that delivery will

be effected, and risk of loss and title to the Certificates will pass, only upon delivery

of the Certificates (or affidavits of loss in lieu thereof) to the Payment Agent and (ii)

instructions for use in effecting the surrender of the Certificates in exchange for the Per

Share Price payable in respect thereof pursuant to Section 2.9(a)(ii); provided,

Parent and the Company will cause the Payment Agent to provide these materials to the Supporting

Stockholders in advance of the Effective Time in order to provide the Supporting Stockholders

a reasonable opportunity to receive the Per Share Price payable under the next sentence as

promptly as practicable following the Effective Time. Upon surrender of Certificates for

cancellation to the Payment Agent, together with such letter of transmittal, duly completed

and validly executed in accordance with the instructions thereto, the holders of such Certificates

will be entitled to receive in exchange therefor an amount in cash equal to the product obtained

by multiplying (x) the aggregate number of Shares represented by such Certificate; by (y)

the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Until

so surrendered, outstanding Certificates will be deemed from and after the Effective Time

to evidence only the right to receive the Per Share Price payable in respect thereof pursuant

to Section 2.9(a)(ii). No interest will be paid or accrued for the benefit of holders

of the Certificates on the Per Share Price payable upon the surrender of such Certificates

pursuant to this Section 2.11(c)(i).

(ii) Uncertificated

Shares. Notwithstanding anything to the contrary in this Agreement, no holder of outstanding

shares in book-entry form (“Uncertificated Shares”) will be required to

provide a Certificate or an executed letter of transmittal to the Payment Agent in order

to receive the payment that such holder is entitled to receive pursuant to Section 2.9(a)

with respect to such Uncertificated Shares. In lieu thereof, upon receipt of an “agent’s

message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment

Agent may reasonably request), the holders of such Uncertificated Shares will be entitled

to receive in exchange therefor an amount in cash equal to the product obtained by multiplying

(1) the aggregate number of Shares represented by such holder’s transferred Uncertificated

Shares; by (2) the Per Share Price, and the exchanged Uncertificated Shares will be cancelled.

Until so cancelled, outstanding Uncertificated Shares will be deemed from and after the Effective

Time to evidence only the right to receive the Per Share Price payable in respect thereof

pursuant to Section 2.9(a)(ii). No interest will be paid or accrued for the benefit

of holders of Uncertificated Shares on the Per Share Price payable upon the transfer of such

Uncertificated Shares pursuant to this Section 2.11(c)(ii).

(d) Transfers

of Ownership. If a transfer of ownership of Shares is not registered in the stock transfer

books or ledger of the Company, or if the Per Share Price is to be paid in a name other than

that in which the Certificates surrendered or transferred in exchange therefor are registered

in the stock transfer books or ledger of the Company, the Per Share Price may be paid to

a Person other than the Person in whose name the Certificate so surrendered or transferred

is registered in the stock transfer books or ledger of the Company only if such Certificate

is properly endorsed and otherwise in proper form for surrender and transfer and the Person

requesting such payment has paid to Parent (or any agent designated by Parent) any transfer

Taxes required by reason of the payment of the Per Share Price to a Person other than the

registered holder of such Certificate, or established to the satisfaction of Parent (or any

agent designated by Parent) that such transfer Taxes have been paid or are otherwise not

payable. Any other transfer Taxes shall be borne by Parent in accordance with Section

8.3(a). Payment of the applicable Per Share Price with respect to Uncertificated Shares

will only be made to the Person in whose name such Uncertificated Shares are registered.

(e) No

Liability. Notwithstanding anything to the contrary set forth in this Agreement, none

of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable

to a holder of Shares for any amount properly paid to a public official pursuant to any applicable

abandoned property, escheat or similar Law.

(f) Distribution

of Exchange Fund to Parent. Any portion of the Exchange Fund that remains undistributed

to the holders of Shares on the date that is six (6) months after the Effective Time will

be delivered to Parent upon demand, and any holders of Shares that were issued and outstanding

immediately prior to the Merger who have not theretofore surrendered their Certificates representing

such Shares for exchange pursuant to Section 2.11(c)(i) or whose Uncertificated Shares

have not been transferred pursuant to Section 2.11(c)(ii) will thereafter look for

payment of the Per Share Price payable in respect of such Uncertificated Shares or the Shares

represented by such Certificates solely to Parent (subject to abandoned property, escheat

or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price

to which such holders may be entitled pursuant to Section 2.9(a)(ii). Any amounts

remaining unclaimed by holders of any such Certificates or Uncertificated Shares two (2)

years after the Effective Time, or at such earlier date as is immediately prior to the time

at which such amounts would otherwise escheat to, or become property of, any Governmental

Entity, will, to the extent permitted by applicable Law, become the property of the Surviving

Corporation free and clear of any claims or interest of any such holders (and their successors,

assigns or personal representatives) previously entitled thereto. Parent shall cause the

Surviving Corporation to comply with all applicable abandoned property, escheat or similar

Laws.

2.12 No

Further Ownership Rights in Company Capital Stock.

From

and after the Effective Time, all shares of Company Capital Stock, including the Owned Company Shares and the Rollover Shares, will no

longer be outstanding and will automatically be cancelled, retired and cease to exist, each holder of shares of Company Capital Stock

(or any Certificate representing Shares or other certificate representing shares of Company Preferred Stock) will cease to have any rights

with respect thereto, except the right to receive the consideration per share of Company Capital Stock payable therefor in accordance

with Section 2.9(a)(ii). The consideration per share of Company Capital Stock paid in accordance with the terms of this Article

II will be deemed to have been paid in full satisfaction of all rights pertaining to such of Company Capital Stock. From and after

the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of Company Capital

Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary

settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving

Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.11(c)) be cancelled and

exchanged as provided in this Article II.

2.13 Lost,

Stolen or Destroyed Certificates.

the event that any Certificates have been lost, stolen or destroyed, the Payment Agent will issue in exchange therefor, upon the making

of an affidavit of that fact by the holder thereof in form and substance reasonably acceptable to Parent and the Company, the Per Share

Price payable in respect thereof pursuant to Section 2.9(a)(ii). Parent or the Payment Agent may, in its discretion and as a condition

precedent to the payment of such Per Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond

in such amount as it may direct as an indemnity against any claim that may be made against Parent, the Surviving Corporation or the Payment

Agent with respect to the Certificates alleged to have been lost, stolen or destroyed. Notwithstanding the immediately preceding sentence

in this Section 2.13, Parent and the Company will cause the Payment Agent to provide in advance of the Effective Time, this affidavit,

with no requirement for an indemnity bond, to the Supporting Stockholders that are specified by the Company in order to provide the Supporting

Stockholders a reasonable opportunity to receive the Per Share Price in accordance with Section 2.9 payable hereunder.

2.14 Company

Option and Company RSA Schedule.

least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a schedule (the “Distribution Schedule”)

setting forth, with respect to each Company Option and Company RSA that will be outstanding as of immediately prior to the Effective

Time, (i) the name of each Person holding Company Options or Company RSAs and whether such Person is an employee of any Company Group

Member, (ii) the number of Shares and class of Shares underlying each Company Option and the number of Shares granted pursuant to the

applicable Company RSA, (iii) in respect of any Company Option, the exercise price thereof and (iv) the Merger Consideration to be paid

in exchange for each such Company Options and Company RSAs in accordance herewith.

2.15 Required

Withholding.

Notwithstanding

anything herein to the contrary, each of the Payment Agent, Parent, the Company, the Surviving Corporation, and their Affiliates will

be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any holder or former holder of Shares, Company

Options or Company RSAs, or any other applicable Person, such amounts as are required to be deducted or withheld therefrom pursuant to

any Tax Laws. To the extent that such amounts are so deducted or withheld and remitted to the applicable Governmental Entity, such amounts

will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Notwithstanding anything to the contrary, any compensatory amounts payable to any current or former employee of the Company or any of

the Company Subsidiaries pursuant to or as contemplated by this Agreement shall be remitted to the applicable payor for payment to the

applicable Person through regular payroll procedures, as applicable.

2.16 Necessary

Further Actions.

If,

at any time prior to the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and

to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises

of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective

Time will take all such lawful and necessary action.

Article

III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except

(i) as set forth in the disclosure schedule that has been prepared by the Company and delivered by the Company to Parent and Merger Sub

in connection with the execution and delivery of this Agreement, dated as of the date hereof (the “Disclosure Schedule”)

or (ii) as set forth in any Company SEC Reports filed with, or furnished to, the SEC on or after the date that is one year prior to the

date hereof and publicly available not less than two Business Days prior to the date hereof (other than disclosures in any “risk

factors” or other disclosure statements included therein that are cautionary, predictive or forward looking in nature (other than

any factual information contained therein) and including, for the avoidance of doubt, all exhibits thereto), the Company hereby represents

and warrants to Parent and Merger Sub, as of the Agreement Date and as of the Closing Date, as follows:

3.1 Organization

and Authority; Approval.

(a) Organization.

The Company is a corporation duly organized, validly existing and in good standing under

the laws of the State of Nevada, and each other Company Group Member is a legal entity duly

organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation,

organization or formation.

(b) Authority.

The Company has all requisite corporate power and authority to execute and deliver this Agreement,

to perform its obligations hereunder, and subject only to the Requisite Stockholder Approval,

to consummate the Transactions, including the Merger, in accordance with the terms hereof.

Committee and Company Board Approval. Prior to the Agreement Date, the Special Committee

has unanimously: (i) determined that this Agreement and the Transactions, including the Merger,

are advisable, fair to and in the interests of the Company, (ii) recommended that the Company

Board (a) adopt, approve and declare advisable this Agreement and the Transactions, including

the Merger, and (b) determine that this Agreement and the Transactions, including the Merger,

are advisable, fair to and in the interests of the Company, and (iii) recommended that, subject

to Company Board approval, the Company Board submit this Agreement to the Company Stockholders

for their approval by written consent in lieu of a meeting and recommend that the Company

Stockholders approve this Agreement in accordance with the NRS. Prior to the Agreement Date,

the Company Board, acting upon the recommendation of the Special Committee, has unanimously:

(i) determined that this Agreement and the Transactions, including the Merger, are advisable,

fair to, and in the interests of, the Company, (ii) adopted, approved and declared advisable

this Agreement and the Transactions, including the Merger, (iii) adopted, approved and declared

advisable the execution and delivery by the Company of this Agreement, the performance by

the Company of the covenants and agreements contained herein and the consummation of the

Transactions, including the Merger, upon the terms and subject to the conditions contained

herein, (iv) directed that the adoption of this Agreement be submitted to the Company Stockholders

for their approval by written consent in lieu of a meeting, and (v) recommended that the

Company Stockholders approve this Agreement in accordance with the NRS (collectively, the

“Company Board Recommendation”), which Company Board Recommendation has

not been withdrawn, rescinded or modified in any way as of the date hereof.

(d) Requisite

Stockholder Approval. Except for the affirmative vote of the holders of a majority of

the voting power of the outstanding shares of Company Capital Stock entitled to vote to approve

this Agreement (the “Requisite Stockholder Approval”), no other vote or

approval of the holders of any class or series of capital stock of the Company is necessary

to approve or adopt this Agreement under applicable Law and to consummate the Merger and

the other Transactions in accordance with the terms hereof. The delivery of a written consent

substantially in the form attached hereto as Exhibit C (the “Stockholder

Consent”) by the Supporting Stockholders to approve this Agreement in accordance

with NRS 78.320 and NRS 92A.120 shall constitute the Requisite Stockholder Approval.

(e) Enforceability.

This Agreement has been duly and validly executed and delivered by the Company, and assuming

due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement

constitutes a valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms, except insofar as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’

rights generally, or by principles governing the availability of equitable remedies (the

“Enforceability Limitations”).

3.2 No

Violations.

(a) No

notices, reports, applications, forms, expert opinions or other filings or information (each,

a “Filing” and collectively, “Filings”) are required

to be made by the Company or any other Company Group Member, nor are any consents, registrations,

approvals, permits, clearances or authorizations (each, an “Authorization”

and collectively, “Authorizations”) required to be obtained by the Company

or any other Company Group Member, from any Governmental Entity in the United States or,

to the knowledge of the Company, any other Governmental Entity, in connection with the execution,

delivery and performance of this Agreement, or the other Transaction Documents to which the

Company is a Party, or the consummation and effectiveness of the Transactions by the Company

(including the Merger), except (i) the Articles of Merger to be filed with the Nevada Secretary

of State, (ii) Filings with the SEC and (iii) the FCA Approval.

(b) The

execution, delivery and performance of this Agreement, and the other Transaction Documents

to which the Company is a Party (including the Merger), does not, and the consummation and

effectiveness of the Transactions will not, constitute or result in (i) a breach or violation

of, or a default under, the Articles or the Current Bylaws, in each case as in effect on

the Agreement Date, or comparable governing documents of any Company Group Member, in each

case as in effect on the Agreement Date, or (ii) with or without notice, lapse of time or

both, a breach or violation of, a termination (or right of termination) or default under,

the creation or acceleration of any obligations under or the creation of any Lien on any

of the assets of any Company Group Member, pursuant to any contract binding upon any Company

Group Member or, assuming (solely with respect to the performance of this Agreement and the

other Transaction Documents and the consummation and effectiveness of the Transactions (including

the Merger)) compliance with the matters referred to in Section 3.2(a), under any

Law to which any Company Group Member is subject, except, in the case of clause (b)

above, for any such breach, violation, termination, default, creation or acceleration that

would not, individually or in the aggregate, be reasonably likely to prevent, materially

delay or materially impair the execution, delivery and performance of this Agreement or such

other Transaction Document or the consummation and effectiveness of any Transaction, including

the Merger.

3.3 Capitalization.

(a) Capital

Stock. The authorized capital stock of the Company consists of 950,000,000 shares of

Company Common Stock, and 50,000,000 shares of Company Preferred Stock, of which 5,000,000

shares have been designated as Series A Preferred Stock and 3,000,000 shares have been designated

as Series B Preferred Stock. As of the close of business on September 24, 2026 (such time

and date, the “Capitalization Date”), (i) 42,978,290 shares of Company

Common Stock were issued and outstanding, (ii) 13,302 shares of Company Preferred Stock were

issued and outstanding, comprising zero shares of Series A Preferred Stock and 13,302 shares

of Series B Preferred Stock, (iii) 260,625 shares of Company Common Stock were issued and

held in the treasury of the Company. No Company Subsidiary owns any Company Capital Stock

or has any option or warrant to purchase any Company Capital Stock or any other equity interest

in the Company.

(b) Stock

Reservation and Company Equity Awards. As of the Capitalization Date 5,000,000 shares

of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans.

As of the Capitalization Date, (i) 210,000 shares of Company Common Stock were subject to

issuance upon exercise of Company Options, of which Company Options to purchase 146,692 shares

of Company Common Stock were vested and exercisable, (ii) zero shares of Company Common Stock

were subject to commitments to grant Company RSAs that had been authorized but not yet granted

and (iii) 82,500 shares of Company Stock were subject to issuance upon exercise of Company

Warrants, as set forth in Section 3.3(b) of the Disclosure Schedule. Each Company

Warrant has an exercise price per share that exceeds the Per Share Price.

Securities of the Company. Except as described in Section 3.3(a) and Section

3.3(b) and except for changes since the Capitalization Date resulting from the issuance

of shares of Company Common Stock pursuant to the exercise of Company Options, in each case,

outstanding on the Capitalization Date in accordance with their terms in effect on the Agreement

Date or as expressly permitted by Section 5.2(b), (i) there are no issued, reserved

for issuance or outstanding Equity Securities of the Company, (ii) there are no outstanding

commitments, agreements, arrangements or understandings of any kind to which the Company

is a party, or by which the Company is bound to repurchase, redeem or otherwise acquire any

Equity Securities of the Company or to issue, deliver or sell, or cause to be issued, delivered

or sold, any Equity Securities of the Company or (iii) there are no outstanding obligations

of the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or

enter into any such commitment, agreement, arrangement or understanding. No Equity Securities

of the Company are owned by any Subsidiary of the Company.

(d) Company

Capital Stock. All outstanding shares of Company Capital Stock are, and all shares of

Company Common Stock reserved for issuance as specified above will be, upon issuance on the

terms and conditions specified in the instruments pursuant to which they are issuable, duly

authorized, validly issued, fully paid and nonassessable and not subject to or issued in

violation of any purchase option, call option, right of first refusal, preemptive right,

subscription right or any similar right under any provision of the NRS, the Articles or the

Current Bylaws or any agreement to which the Company is a party or otherwise bound. None

of the outstanding shares of Company Capital Stock have been issued in violation of any United

States federal or state securities Laws or any foreign securities Laws. There are no accrued

and unpaid dividends with respect to any outstanding Equity Securities of the Company. The

Company does not have a stockholder rights plan in effect.

(e) Equity

Securities Arrangements. There are no stockholder agreements, voting trusts, proxies

or other similar agreements, arrangements or understandings to which the Company is a party,

or by which it is bound, obligating the Company with respect to any Equity Securities of

the Company. There are no rights or obligations, contingent or otherwise (including rights

of first refusal in favor of the Company), of the Company, to repurchase, redeem or otherwise

acquire any Equity Securities of the Company or to provide funds to or make any investment

(in the form of a loan, capital contribution or otherwise) in any other entity. There are

no registration rights or other agreements, arrangements or understandings to which the Company

is a party, or by which it is bound, obligating the Company with respect to any Equity Securities

of the Company. The Company has no outstanding bonds, debentures, notes or other debtor obligations

the holders of which have the right to vote (or convertible into or exchangeable or exercisable

for securities having the right to vote) with the stockholders of the Company on any matter.

(f) Company

Equity Award Capitalization Table. A true and complete list of all outstanding Company

Options and Company RSAs as of the Capitalization Date is set forth in Section 3.3(f)

of the Disclosure Schedule, including the grantee, the date of grant, the type of the award,

the vesting schedule, the number of shares of Company Common Stock subject to such type of

award (at target levels for any performance-based awards), the extent to which any vesting

had occurred as of the Capitalization Date and whether (and to what extent) the vesting of

the Company Option and Company RSA may be accelerated in any way by the consummation of the

Transactions (whether alone or in combination with any other event, including the termination

of employment of any holder thereof) and, for each Company Option, the applicable exercise

price. Each Company Option has been granted with an exercise price per share that has been

determined pursuant to a valuation consistent with applicable Laws to be equal to or greater

than the per share fair market value of Company Common Stock (or applicable predecessor security)

underlying such Company Option on the grant date thereof, no Company Option has had its exercise

date or grant date “back-dated” or materially delayed, and all Company Options

and Company RSAs have been issued in compliance in all material respects with the applicable

Company Equity Plan and all applicable Laws and properly accounted for in accordance with

GAAP.

(g) Company

Equity Plans. Other than the Company Equity Plans, the Company has not adopted any other

plan, arrangement or agreement that provides for the issuance of Equity Securities to any

current or former Service Provider. The Company has made available to Parent complete and

accurate copies of the Company Equity Plans and the forms of all award agreements evidencing

outstanding Company Options, and all agreements under the Company Equity Plans that materially

deviate from such forms of award agreement.

(h) Exchange

Act. The Company Common Stock constitutes the only class of equity securities of the

Company or its Subsidiaries registered or required to be registered under the Exchange Act.

3.4 Subsidiaries.

(a) Company

Subsidiaries. Section 3.4(a) of the Disclosure Schedule set forth a true and complete

list, in all material respects, of each Subsidiary of the Company as of the date hereof,

including its name and jurisdiction of organization. Except for the Subsidiaries set forth

on Section 3.4(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries

owns, directly or indirectly, any Equity Securities in any other Person, other than investments

in publicly traded securities for investment purposes in the ordinary course of business.

All of the outstanding Equity Securities of each Subsidiary are owned, directly or indirectly,

by the Company or one of its wholly owned Subsidiaries, free and clear of all Liens other

than Permitted Liens. All such Equity Securities have been duly authorized and validly issued

and are fully paid and non-assessable, except as would not be or reasonably be expected to

be material to the Company Group as a whole.

(b) Organization

of Subsidiaries. Each Subsidiary of the Company is duly organized, validly existing and

in good standing under the Laws of its jurisdiction of organization (to the extent such concepts

exist in such jurisdictions) and has all requisite corporate or other power and authority

necessary to enable it to own, lease and operate the properties it purports to own, lease

or operate and to conduct its business as it is currently conducted, except to the extent

that the failure to be so organized or existing or in good standing or have such power or

authority would not reasonably be expected to, individually or in the aggregate, have a Company

Material Adverse Effect. Each Subsidiary of the Company is duly qualified or licensed as

a foreign entity to do business, and is in good standing, in each jurisdiction (to the extent

such concepts exist in such jurisdictions) where the character or location of the properties

owned, leased or operated by it or the nature of its activities makes such qualification

or licensing necessary, except to the extent that the failure to be so qualified or licensed

and in good standing would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect.

Securities Arrangements. There are no stockholder agreements, voting trusts, proxies

or other similar agreements, arrangements or understandings to which the Company or any of

the Company’s Subsidiaries is a party, or by which it or they are bound, obligating

the Company or any of its Subsidiaries with respect to any Equity Securities of such Subsidiary.

There are no rights or obligations, contingent or otherwise (including rights of first refusal

in favor of such Subsidiary of the Company), of the Company or any of its Subsidiaries, to

repurchase, redeem or otherwise acquire any Equity Securities of any Subsidiary of the Company

or to provide funds to or make any investment (in the form of a loan, capital contribution

or otherwise) in any such Subsidiary or any other entity. There are no registration rights

or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries

is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries

with respect to any Equity Securities of any such Subsidiary. None of the Company’s

Subsidiaries has any outstanding bonds, debentures, notes or other debtor obligations the

holders of which have the right to vote (or convertible into or exchangeable or exercisable

for securities having the right to vote) with the stockholders of any Subsidiary of the Company

on any matter.

3.5 SEC

Filings.

The

Company and each other Company Group Member that is required to file or furnish reports with the SEC has filed or otherwise furnished

(as applicable) all material forms, reports and documents required to be filed with, or furnished to, the SEC since January 1, 2023 (collectively,

the “Company SEC Reports”). In each case as of the date of filing or effectiveness (as applicable), and, in the case

of any Company SEC Report that was amended, as of the date of filing of such amendment, the Company SEC Reports complied as to form in

all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Investment Company Act, as the

case may be, and the rules and regulations promulgated thereunder, each as in effect on the applicable filing, furnishing or effectiveness

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

in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except where

any such failure to comply or any such untrue statement or omission would not, individually or in the aggregate, be material.

3.6 Company

Financial Statements; Internal Controls.

(a) Company

Financial Statements. Each of the consolidated financial statements (including, in each

case, any related notes and schedules), contained in the Company SEC Reports, including any

Company SEC Reports filed after the Agreement Date, complied or will comply, as of its respective

date, in all material respects with all applicable accounting requirements and the published

rules and regulations of the SEC with respect thereto, was or will be (if filed after the

Agreement Date) prepared in accordance with GAAP (except as may be indicated in the notes

thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed

on Form 10-Q) applied on a consistent basis throughout the periods involved and fairly presented

in all material respects or will (if filed after the Agreement Date) fairly present in all

material respects the consolidated financial position of the Company and its Subsidiaries

as of the respective dates thereof and the consolidated results of its operations and cash

flows for the periods indicated, except that any unaudited interim financial statements are

subject to normal and recurring year-end adjustments which have not been and are not expected

to be material in amount, individually or in the aggregate.

(b) Disclosure

Controls and Procedures. The chief executive officer and chief financial officer of the

Company have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley

Act since January 1, 2023, and the statements contained in any such certifications were complete

and correct as of the dates thereof, and the Company is otherwise in compliance in all material

respects with all applicable effective provisions of the Sarbanes-Oxley Act and the applicable

listing and corporate governance rules of the Stock Exchange.

Controls. The Company and each of its Subsidiaries has established and maintains a system

of internal accounting controls which are effectively designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements

in accordance with GAAP, including policies and procedures that (i) require the maintenance

of records that in reasonable detail accurately and fairly reflect the material transactions

and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that receipts and expenditures of the Company and

its Subsidiaries are being made only in accordance with appropriate authorizations of management

and the Company Board and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of the assets of the Company and

its Subsidiaries. The Company’s management has completed an assessment of the effectiveness

of the Company’s internal control over financial reporting in compliance with the requirements

of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended June 30, 2025, and such

assessment concluded that such system was effective as of such date.

(d) Accounting

and Auditing Controls and Practices. Since January 1, 2023, neither the Company nor its

independent auditors have identified (i) any significant deficiency or material weakness

(as such terms are defined by the Public Company Accounting Oversight Board) in the system

of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material,

that involves the Company’s management or other employees who have a role in the preparation

of financial statements or the internal accounting controls utilized by the Company and its

Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. Neither the

Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer,

auditor, accountant, consultant or representative of the Company or any of its Subsidiaries

has received or otherwise had or obtained knowledge of any substantive complaint, allegation,

assertion or claim, whether written or oral, that the Company or any of its Subsidiaries

has engaged in questionable accounting or auditing practices. No current or former attorney

representing the Company or any of its Subsidiaries has reported evidence of a material violation

of securities Laws, breach of fiduciary duty or similar violation by the Company or any of

its officers, directors, employees or agents to the current Company Board or any committee

thereof or to any current director or executive officer of the Company.

(e) No

Transaction with Unconsolidated Affiliate. Neither the Company nor any of its Subsidiaries

is a party to, or has any commitment to become a party to, any joint venture, partnership

agreement or any similar Contract (including any Contract relating to any transaction, arrangement

or relationship between or among the Company or any of its Subsidiaries, on the one hand,

and any unconsolidated Affiliate, including any structured finance, special purpose or limited

purpose entity or Person, on the other hand (such as any arrangement described in Section

303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement

is to avoid disclosure of any material transaction involving, or material liabilities of,

the Company or any of its Subsidiaries in the Company’s consolidated financial statements.

(f) Indebtedness.

Section 3.6(f) of the Disclosure Schedule contains a true, correct and complete list

of all Indebtedness of the Company and its Subsidiaries as of the Agreement Date.

3.7 No

Undisclosed Liabilities.

Except

as set forth on Section 3.7 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities of

any kind other than those (i) adequately reflected in or reserved against in the Audited Company Balance Sheet, (ii) to the extent reflected

in the Company SEC Reports, (iii) executory obligations pursuant to any contract that exist on the date hereof and are not related to

any breach or default under any contract, breach of warranty, tort, infringement, misappropriation or violation of Law by the Company

or any Company Group Member or (iv) incurred in the ordinary course of business since June 30, 2025.

3.8 Absence

of Certain Changes.

the knowledge of the Company, since June 30, 2025, (a) each of the Company Group Members has conducted its business in all material respects

in the ordinary course consistent with past practice, (b) no event or events have occurred that, individually or in the aggregate, have

had or are reasonably likely to have a Company Material Adverse Effect, (c) no Company Group Member has suffered any loss, damage, destruction

or other casualty affecting any of its properties or assets, whether or not covered by insurance, except where any such loss, damage,

destruction or other casualty would not be or reasonably be expected to be material to the Company Group as a whole, and (d) no Company

Group Member has taken any action set forth in Section 5.2 that would require the prior written consent of Parent if such action

was taken during the Interim Period.

3.9 Litigation.

the knowledge of the Company, except as set forth on Section 3.9 of the Disclosure Schedule, there are no (a) proceedings against

any Company Group Member or any of their respective properties or assets, or any of their respective directors, managers, officers or

employees (or equivalent) with regard to their actions as such, (b) threatened proceedings by any Company Group Member against any third

party and (c) Orders threatened to be imposed upon a Company Group Member or any of their respective properties or assets, or any of

their respective directors, managers, officers or employees (or equivalent) with regard to their actions as such. There are no settlements

or similar agreements that impose any material ongoing obligations or restrictions on any Company Group Member.

3.10 Compliance

with Laws.

(a) Generally.

Except as would not be or reasonably be expected to be material to each Company Group Member

as a whole, each Company Group Member has been, since January 1, 2024, and is, in compliance

with all Laws applicable to such Company Group Member and their respective properties, assets

and operations.

(b) Permits.

Each Company Group Member holds all required permits, licenses, easements, variances, exemptions,

consents, certificates, authorizations, registrations, orders and other approvals from Governmental

Entities that are material to the operation of the business of the Company Group taken as

a whole as currently conducted (collectively, the “Permits”), and all

such Permits are valid and in full force and effect, except where the failure to hold or

maintain such Permits would not be or reasonably be expected to be material to each Company

Group Member taken as a whole.

Corrupt Practices Act. Neither the Company nor any of its Subsidiaries (including any

of their respective officers, directors, agents, employees or other Person associated with

or acting on their behalf) have, directly or indirectly, taken any action which would cause

it to be in material violation of Anti-Corruption Laws, used any corporate funds for unlawful

contributions, gifts, entertainment or other unlawful expenses relating to political activity,

made, offered or authorized any unlawful payment to foreign or domestic government officials

or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate,

payoff, influence payment, kickback or other similar unlawful payment, whether directly or

indirectly. Neither the Company, any of its Subsidiaries nor any other entity under their

control have conducted an internal investigation, or been informally or formally investigated,

charged, or prosecuted, for conduct related to applicable Anti-Corruption Laws. The Company

Group has established sufficient internal controls and procedures to ensure compliance with

applicable Anti-Corruption Laws, accurately accounted for all payments to third parties,

disclosed all payments or provisions to foreign officials (as defined by the FCPA), and made

available all of such documentation to Parent.

(d) Export

Control Laws. The Company and its Subsidiaries are, and have been since January 1, 2023,

in compliance in all material respects with all applicable export and re-export control and

trade and economic sanctions Laws including the Export Administration Regulations maintained

by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury

Department’s Office of Foreign Assets Control and the U.S. Department of State, the

International Traffic in Arms Regulations maintained by the U.S. Department of State, and

any applicable anti-boycott compliance regulations. Neither the Company nor any of its Subsidiaries

is or, since January 1, 2023, has been, directly or knowingly indirectly sold, exported,

re-exported, transferred, diverted, or otherwise disposed of any products, software, technology,

or technical data to any destination, entity, or person prohibited by the Laws of the United

States, without obtaining prior authorization from the competent Governmental Entities.

3.11

Intellectual Property.

(a) Registered

Intellectual Property. Section 3.11(a) of the Disclosure Schedule contains a complete

and accurate list of all Company Intellectual Property that is material Company Registered

Intellectual Property. All material Company Registered Intellectual Property is, to the knowledge

of the Company, subsisting, and, to the extent registered or issued, valid and enforceable.

(b) Absence

of Liens. All material Company Intellectual Property is owned by the Company or one or

more of its Subsidiaries free and clear of any Liens (excluding Permitted Liens). To the

knowledge of the Company, all material Company Intellectual Property is, and following the

Transactions shall be, freely, transferable, licensable and alienable without the consent

of, or notice or payment of any kind to any Governmental Entity or third party. Neither the

Company nor any of its Subsidiaries has granted an exclusive license to any third party,

or transferred ownership to any third party, of any material Technology or Intellectual Property

Rights that are material to the conduct of the business of the Company or a Subsidiary of

the Company as currently conducted.

Infringement. To the knowledge of the Company, neither the Company nor any of its Subsidiaries

has, in the conduct of the business of the Company and its Subsidiaries, infringed upon,

violated or misappropriated, any Intellectual Property Rights owned by any Third Person.

There is no, and at no time since January 1, 2023 has there been any, pending or, to the

knowledge of the Company, threatened Legal Proceeding against any Company Group Member, alleging

that any conduct of such Company Group Member’s business infringes, misappropriates,

or violates the Intellectual Property Rights of any Third Person, or challenging the ownership,

validity, or enforceability of any rights in material Company Intellectual Property. The

Company is not party to any settlements, covenants not to sue, consents, decrees, stipulations,

judgments, or Orders resulting from Legal Proceedings, which (i) materially restrict any

Company Group Member’s rights to use, license or transfer any material Company Intellectual

Property, or (ii) compel or require the Company or any of its Subsidiaries to license or

transfer any material Company Intellectual Property. Since January 1, 2023, no indemnity

claims have been asserted in writing or, to the knowledge of the Company, are threatened

against the Company or any Subsidiary of the Company by any customer alleging that any services

or Technology provided by the Company infringes upon, violates or constitutes the unauthorized

use of the Intellectual Property Rights of any Third Person.

(d) Open

Source Software. The Company and its Subsidiaries do not use and have not used any Open

Source Software or any modification or derivative thereof (i) in a manner that would grant

or purport to grant to any Person any rights to or immunities under any of the Company Intellectual

Property, or (ii) under any license requiring the Company or any of its Subsidiaries to disclose

or distribute the source code of any of the Company Technology, to license or provide the

source code to any of the Company Technology for the purpose of making derivative works,

or to make available for redistribution to any Person the source code to any of the Company

Technology at no or minimal charge. To the knowledge of the Company, the Company and its

Subsidiaries are in compliance with all terms and conditions of any license for Open Source

Software, except as would not reasonably be expected to be, individually or in the aggregate,

material to the business of the Company Group, taken as a whole.

(e) Proprietary

Information. Each current and former employee, consultant and contractor of the Company

or a Subsidiary of the Company who was or is involved in the creation or development of any

material Company Technology, as well as any other material Company Intellectual Property,

has signed and delivered a written Contract that assigns, to the extent not assigned by operation

of Law, to the Company or a Subsidiary of the Company any Intellectual Property Rights, except

as would not reasonably be expected to be, individually or in the aggregate, material to

the business of the Company or any of its Subsidiaries, taken as a whole.

(f) Data

Security Requirements and Privacy. Since January 1, 2023, the Processing by the Company

or any Subsidiary of the Company of any data, including Personal Information, has complied

in all material respects with (i) all Laws applicable to the Company and its Subsidiaries

relating to the privacy, protection, security, or breach notification of Personal Information,

(ii) the Company’s and its Subsidiaries’ existing contractual commitments with

third parties relating to the Processing of data, including Personal Information, by the

Company and its Subsidiaries, (iii) the Company’s and its Subsidiaries’ internal

and external privacy policies (collectively, “Data Security Requirements”).

To the knowledge of the Company, no claims have, since January 1, 2023, been asserted in

writing or are threatened in writing against the Company or any Subsidiary of the Company

by any third party with respect to any Data Security Requirements or the Processing of Personal

Information by or on behalf of the Company or any of its Subsidiaries, or alleging a violation

of any third party’s privacy rights that would constitute a Company Material Adverse

Effect. To the knowledge of the Company, neither the Company, any Subsidiary of the Company

or any of their service providers has suffered or experienced any material incidents of privacy

or data security breaches, phishing, ransomware, or malware attacks, unauthorized access,

disclosure or use of any of the Company Systems that has permitted or resulted in any material

damage, loss, theft, alteration, corruption, unauthorized access to or disclosure of Personal

Information, or material trade secrets of the Company Group. Neither the Company nor any

of its Subsidiaries have notified, been required to notify any Person, or received any written

notices relating to any of the foregoing.

(g) Malicious

Code. To the knowledge of the Company, as of the date hereof (i) the Company Systems

are free from any defect, bug or programming, design or documentation error or disrupting,

disabling, harming or corrupting code, and (ii) none of the Company Systems contain any “back

door,” “drop dead device,” “time bomb,” “Trojan horse,”

“virus” or “worm” (as such terms are commonly understood in the software

industry), vulnerability or any other similar malicious code (“Malicious Code”),

in each case, that permits unauthorized access or the unauthorized disablement or erasure

of any Company Systems, or that would constitute a Company Material Adverse Effect.

(h) Information

Technology Systems of the Company Group. To the knowledge of the Company, the Company

Systems are (i) sufficient in all material respects to operate the business of the Company

and its Subsidiaries as it is currently conducted, and (ii) in sufficiently good working

condition to effectively perform all information technology operations. To the knowledge

of the Company, the Company and its Subsidiaries have taken reasonable steps and implemented

reasonable procedures to ensure that the Company Systems, and data stored or transmitted

on such systems are secure in all material respects and, to the knowledge of the Company,

such systems are protected from Malicious Code. Since January 1, 2023, the Company and its

Subsidiaries, have not suffered or experienced any data breach, cyber attack, failures, breakdowns,

outages, overloads, unavailability, or continued substandard performance with respect to

the Company Systems that have caused a material disruption or material interruption in or

to the business of the Company and its Subsidiaries.

3.12 Taxes.

(a) Tax

Returns. All material Tax Returns that are required to be filed by any Company Group

Member have been timely filed with the appropriate Governmental Entity (taking into account

any extension of time within which to file), and all such Tax Returns are true, complete

and accurate in all material respects.

(b) Taxes

Paid. Each Company Group Member has timely paid in the manner required by applicable

Law all material amounts of Taxes required to be paid.

Material Deficiencies. No Governmental Entity has asserted in writing any deficiency,

claim or proposed adjustment with respect to Taxes of any Company Group Member, which deficiency,

claim or proposed adjustment has not been satisfied by payment, fully settled or withdrawn.

(d) No

Audits. There is not any pending or, to the knowledge of the Company, threatened audit,

examination, investigation or other proceeding with respect to a material amount of Taxes

or a material Tax Return of any Company Group Member.

(e) No

Liens on Assets. There are no Liens for Taxes on any of the assets of any Company Group

Member other than Liens for Taxes not yet due and payable or being contested in good faith

and for which adequate reserves have been established on the financial statements of the

Company in accordance with GAAP.

(f) Spin-Offs

and Other Distributions. No Company Group Member has constituted either a “distributing

corporation” or a “controlled corporation” (within the meaning of Section

355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment

under Section 355 of the Code in the two (2)-year period ending on the date of this Agreement.

(g) No

Reportable Transaction. No Company Group Member has entered into any “reportable

transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4(b).

(h) Tax

Classification. The U.S. federal income tax classifications of each Company Group Member

are set forth in Section 3.12(h) of the Disclosure Schedule.

(i) Tax

Sharing Agreements. There are no existing Tax sharing agreements or similar arrangements

of any kind that may or will require that any payment be made by the Company or any Company

Group Member, other than (i) any such agreements entered into solely by and among the Company

Group and (ii) any customary indemnification or gross up provision in a commercial agreement

which was entered into in the ordinary course of business, the principal subject matter of

which is not related to Taxes.

3.13 Related

Party Arrangements.

There

are no contracts or service arrangements (other than ordinary course employment arrangements not governed by a written contract) between

a Company Group Member, on the one hand, and, on the other hand, (a) any other Company Group Member (each, an “Intercompany

Arrangement”) or (b) any director, officer, manager, employee, stockholder or Affiliate of a Company Group Member (or a family

member or Affiliate of any such Person), including any license fee, intellectual property license or similar arrangement (together with

the Intercompany Arrangements, each, a “Related Party Arrangement”). Each Related Party Arrangement that is not an

Intercompany Arrangement is on commercially reasonable terms no more favorable to the non-Company Group Member party to such Related

Party Arrangement than what a reasonable third party negotiating a similar arrangement on an arms’ length basis would expect. All

approvals and disclosures required under applicable Laws and regulations with respect to each Related Party Arrangement have been obtained

or made in all material respects.

3.14 Brokers.

Company Group Member has retained any broker or finder or agreed to pay or made any statement or representation to any Person that would

entitle such Person to any broker’s, finder’s or similar fees or commissions in connection with this Agreement and the Transactions.

3.15 Regulatory

Documents.

(a) USCF

Investments, Inc. (“USCF Investments”) is the parent of United States

Commodity Funds LLC (“USCF LLC”) and USCF Advisers, LLC (“USCF

Advisers”, and, together with USCF Investments and USCF LLC, the “USCF

Entities” or individually, a “USCF Entity”). USCF LLC serves

as general partner or sponsor, as applicable, of eight exchange-traded funds that are not

registered investment companies under the Investment Company Act. USCF Advisers serves as

the registered investment adviser of USCF ETF Trust, an open-end management investment company

registered under the Investment Company Act, its eight series and the applicable Cayman subsidiaries

of such series. USCF Advisers also serves as sub-adviser of USCF Daily Target 2X Copper Index

ETF (ticker symbol CPXR), a series of Tidal Trust III, and its Cayman subsidiary. Only USCF

Advisers is registered under the Investment Advisers Act of 1940 (the “Advisers

Act”). USCF Advisers and USCF LLC are each registered as commodity pool operators

and are members of the National Futures Association (“NFA”). USCF Advisers

and USCF LLC have in effect, and at all times required by applicable Law have had in effect,

all written policies and procedures necessary to comply with applicable Law in all material

respects (including those required by Rule 206(4)-7 and Rule 204A-1 under the Advisers Act

with respect to USCF Advisers, and applicable provisions of the U.S. Commodity Exchange Act

(the “CEA”), U.S. Commodity Futures Trading Commission (“CFTC”)

regulations (the “CFTC Regulations”) and rules of the NFA), and all employees

of USCF Advisers and USCF LLC have complied in all material respects with such policies and

procedures.

(b) Except

as disclosed on Section 3.15(b) of the Disclosure Schedule, there have been no investigation,

examination, inspection or inquiry by any Governmental Entity with respect to any USCF Entity

or any of its agents, employees or persons acting on their behalf that is pending or, to

the knowledge of the Company, threatened. Since December 31, 2020 and except as otherwise

disclosed to Parent, no USCF Entity has been notified by any Governmental Entity that any

past investigation, examination, inspection or inquiry has revealed any deficiency in its

recordkeeping or compliance with the Advisers Act, the Exchange Act, the Securities Act,

the Investment Company Act of 1940, (the “Investment Company Act”), ERISA,

the CEA, CFTC Regulations, rules of the NFA or applicable state statutes. Any deficiencies,

omissions or other issues cited (whether in writing, during a regulatory inspection, inquiry,

examination or otherwise) by any Governmental Entity with respect to any USCF Entity’s

regulatory filings have been addressed and rectified in all material respects by such USCF

Entity.

than as disclosed on its Form ADV, as of the date hereof, there is no event that would require

USCF Advisers or any of its “advisory affiliates,” “management persons”

or “financial professionals” (as such terms are defined or used in Form ADV)

to give an affirmative response to any of the questions in Item 11 to Part 1A of its Form

ADV and Item 9 of Part 2A of its Form ADV (or any similar successor forms). Other than as

disclosed to Parent or as disclosed on its Form ADV, no director, officer, employee, “associated

person” (as defined in Section 202(a)(17) of the Advisers Act) or “investment

adviser representative” (as defined in Rule 203A-3(a) under the Advisers Act) of USCF

Advisers, has committed or taken any action that might reasonably be viewed as constituting

fraud under any applicable Law (including, with respect to USCF Advisers, Section 206 of

the Advisers Act) upon any USCF Entity or any clients or customers or has misappropriated

any property or assets of any USCF Entity or falsified any records of any USCF Entity.

(d) All

advertisements (as defined in Rule 206(4)-1 under the Advisers Act (the “Marketing

Rule”) with regard to USCF Advisers), including any marketing materials, performance

history or track record currently being, or since November 4, 2022, having been, disseminated,

provided, presented or made available by a USCF Entity in connection with its investment

advisory or commodity pool activities, as applicable, have materially complied with, to the

extent applicable, the Marketing Rule, CEA, CFTC Regulations and NFA Compliance Rules, each

as interpreted as of the date of dissemination of the same and any applicable and publicly

available guidance of the applicable Governmental Entity or its staff in all material respects,

except where the failure to comply as such would not be or reasonably be expected to be material

to the Company Group taken as a whole. The books and records of each USCF Entity, including

all records and other information necessary to support the use of such performance information

or any other performance history or record, have materially complied with, to the extent

applicable, the Advisers Act, the CEA, the CFTC Regulations, NFA Compliance Rules and any

applicable and publicly available guidance of the applicable Governmental Entity or its respective

staff.

(e) Except

as set forth on Schedule 3.15(e) of the Disclosure Schedule, each executed agreement

relating to USCF Advisers corresponding to a form agreement included in the Company SEC Reports

is substantively consistent in all material respects with such publicly filed form agreement.

3.16 Compliance

with Financial Laws and Regulations.

Where

applicable to the business of each USCF Entity, such USCF Entity has policies and procedures and supervisory systems reasonably designed

to maintain compliance in all material respects with applicable Law, and other rules, regulations and requirements, including those related

to licensing and registration, supervision, trading on material non-public information, market conduct, trade practices, position limits,

maintenance of net capital, risk assessment, anti-money laundering, trade sanctions, privacy, cybersecurity, transaction and financial

reporting, employee personal trading, transaction documentation, and books and records, except where the failure to have such policies

and procedures and supervisory systems would not be or reasonably be expected to be material to the Company Group taken as a whole.

3.17 Takeover

Statutes; Dissenter’s Rights.

The

Company Board has taken all necessary corporate action (including any required amendment to the Current Bylaws) to render any and all

“business combination,” “fair price,” “moratorium,” “control share acquisition” or other

similar anti-takeover statute or regulation under the Laws of the State of Nevada, including NRS 78.378 through 78.3793, inclusive, and

NRS 78.411 through 78.444, inclusive (collectively, “Takeover Statutes”) inapplicable to the Company, this Agreement

and the Transactions, including the Merger. Neither the Articles nor the Current Bylaws contain any provision, and the Company Board

has not taken any action by resolution or otherwise, providing that any holder of Company Capital Stock is entitled to dissenter’s

rights or any other rights of appraisal, pursuant to the NRS or otherwise, in connection with this Agreement or the Transactions, including

the Merger.

3.18 Real

Property.

Company Group Member owns any real property. The Company has made available to Parent copies of all leases, licenses or other occupancy

agreements relating to real property currently leased, subleased or licensed by the Company or any of its Subsidiaries (the “Leased

Real Property”) and all material amendments or modifications thereof (collectively, the “Lease Agreements”).

There are no material disputes with respect to such Leased Real Property, and no Company Group Member is in material breach or material

default under any Lease Agreements.

3.19 Employee

Benefit Matters.

(a) List

of Employee Benefit Plans. Section 3.19(a) of the Disclosure Schedule sets forth

a complete and accurate list of all material Employee Benefit Plans (other than any employment

contracts or consultancy agreements for employees or consultants who are natural persons

that (i) are terminable by the Company or any of its Subsidiaries “at will” and

do not provide for severance benefits or other termination-related payments or benefits or

(ii) are in all material respects consistent with a standard form previously made available

to Parent where the severance period of required notice of termination provided is not in

excess of sixty (60) days or such longer period as is required by applicable Law). No Company

Group Member has committed in writing to any officer, or publicly communicated in writing

to any other employees to establish any new material Employee Benefit Plan, to modify any

material Employee Benefit Plan (except to the extent required by Law, to conform any such

Employee Benefit Plan to the requirements of any applicable Law, as previously disclosed

to Parent in writing or as required by this Agreement), or to adopt or enter into any material

Employee Benefit Plan.

(b) Disclosure

of Employee Benefit Plans. With respect to each material Employee Benefit Plan, the Company

has made available to Parent complete and accurate copies of, as applicable: (i) the current

version of such Employee Benefit Plan (or a written summary of any material unwritten plan)

together with all amendments, (ii) in the case of any plan for which Forms 5500 are required

to be filed, the most recent annual report (Form 5500) with schedules attached, (iii) in

the case of any plan that is intended to be qualified under Section 401(a) of the Code, the

most recent determination, opinion, notification or advisory letter from the IRS, (iv) if

applicable, each trust agreement, group annuity contract, administration and similar material

agreements, investment management or investment advisory agreements, in each case, to the

extent currently effective, (v) if applicable, the most recent summary plan descriptions,

including any summary of material modifications thereto and (vi) all material non-routine

correspondence to or from any governmental agency relating to any Employee Benefit Plan within

the past two (2) years. No Employee Benefit Plan provides, and the Company has not promised

to provide, post-employment medical or life insurance benefits to any current or former director,

officer, employee or individual independent contractor or any of their dependents, other

than as required by Law.

Except as would not reasonably be expected to result in any Liability to the Company Group,

(i) each Employee Benefit Plan is and has been established, maintained, funded, operated

and administered in accordance with all applicable Law, including if applicable, ERISA and

the Code, and in accordance with its terms, and (ii) each Company Group Member and its respective

ERISA Affiliates have (A) met their obligations with respect to each Employee Benefit Plan

and (B) have timely made (or timely will make) or accrued in accordance with GAAP all required

contributions or other amounts payable with respect thereto. To the knowledge of the Company,

no other party to any Employee Benefit Plan is in material breach or material default thereunder.

(d) Qualified

Plans. All Employee Benefit Plans that are intended to be qualified under Section 401(a)

of the Code, and all trusts that are intended to be qualified under Section 501(a) of the

Code (each, a “Qualified Plan”), have (i) received determination, opinion

or advisory letters from the IRS to the effect that such Employee Benefit Plans are qualified

and the plans and trusts related thereto are exempt from federal income taxes under Sections

401(a) and 501(a), respectively, of the Code, or the Company has remaining a period of time

under applicable U.S. Department of the Treasury regulations or IRS pronouncements in which

to apply for such a letter and to make any amendments necessary to obtain a favorable determination

as to the qualified status of each such Qualified Plan and (ii) no such determination, opinion

or advisory letter has been revoked and, to the knowledge of the Company, no fact, event

or circumstance exists that has adversely affected or would reasonably be expected to adversely

affect such qualification or exemption. No “prohibited transaction,” within the

meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt

under Section 408 of ERISA, or breach of fiduciary duty (as determined under ERISA) has occurred

with respect to any Employee Benefit Plan.

(e) Multiple

Employer Plans. Currently and within the last six (6) years, neither the Company Group

Members nor any of their respective ERISA Affiliates maintained, participated in or contributed

to, or would reasonably expect to have any liability or obligation with respect to (i) a

Pension Plan subject to Title IV of ERISA or Sections 412 or 430 of the Code or Section 302

of ERISA; (ii) a “multiemployer plan” (within the meaning of Section 4001(a)(3)

of ERISA), (iii) a “multiple employer plan” (as defined in Section 413(c) of

the Code), or (iv) multiple employer welfare arrangement (as defined in Section 3(40) of

ERISA). No Employee Benefit Plan is funded by, associated with or related to a “voluntary

employees’ beneficiary association” within the meaning of Section 501(c)(9) of

the Code. Neither the Company nor any of its Subsidiaries has incurred, or is reasonably

expected to be subject to, any material Tax or penalty under Sections 4980B, 4980D or 4980H

of the Code.

(f) No

Post-Termination Welfare Benefit Plan. Other than as required under COBRA, or other applicable

Law, no Employee Benefit Plan provides and the Company does not have any material liability

in respect of, or material obligation to provide, health or other welfare benefits (excluding

normal claims for benefits under the Company’s group life insurance, accidental death

and dismemberment insurance and disability plans and policies) or coverage to any person

following retirement or other termination of employment (other than continuation coverage

through the end of the month in which such termination or retirement occurs).

(g) Employee

Benefit Plan Legal Proceedings. Except as would not reasonably be expected to result

in any Liability to the Company Group, there are no Legal Proceedings pending or, to the

knowledge of the Company, threatened or reasonably anticipated, with respect to any Employee

Benefit Plan or the assets of any Employee Benefit Plan, other than claims for benefits in

the ordinary course.

(h) Non-U.S.

Employee Plans. No Company Group Member sponsors, maintains, contributes to, is required

to contribute to, or has any Liability with respect to any Non-U.S. Employee Plan.

(i) Employment

and Severance Agreements. Section 3.19(i) of the Disclosure Schedule sets forth

a complete and accurate list of (i) all employment agreements with employees of the Company

or any of its Subsidiaries that provide for severance (other than agreements that provide

severance that does not exceed the minimum amount required by applicable Laws), retention

or change in control payments or benefits; and (ii) all severance agreements, plans, programs

and policies of the Company or any of its Subsidiaries, excluding programs and policies required

to be maintained by Law.

(j) No

Additional Rights. Neither the execution and delivery of this Agreement nor the negotiation

or consummation of the Transactions will, either alone or in combination with another event,

(i) entitle any current or former Service Provider to any payment (whether in cash or property)

or benefit, severance or increase in any material compensation or benefit (including severance),

(ii) accelerate the time of distribution, payment or vesting, a lapse of restrictions or

repurchase rights relating to or increase the amount of any material compensation or benefits

due any such current or former Service Provider, (iii) result in the forgiveness of indebtedness

for any such current or former Service Provider, (iv) trigger an obligation to fund benefits

or make a contribution under any Employee Benefit Plan, directly or indirectly cause or require

the Company to transfer or set aside any assets to fund any benefits under any Employee Benefit

Plan or (v) result in the restriction on the right of any Company Group Member or, after

the consummation of the Merger or the Transactions, the Surviving Corporation, to merge,

amend or terminate any Employee Benefit Plan.

(k) Gross-Ups.

There is no contract, agreement, plan or arrangement to which any Company Group Member is

a party or by which it is bound that provides any Person with a current or contingent right

to a gross-up, indemnification, reimbursement or other payment for any Tax under Section

409A or Section 4999 of the Code.

(l) Nonqualified

Deferred Compensation Plan. Each Employee Benefit Plan that constitutes in any part a

“nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of

the Code) subject to Section 409A of the Code has been documented and operated in material

compliance with Section 409A of the Code.

(m) Parachute

Payments. Except as disclosed on Section 3.19(m) of the Disclosure Schedule, no

payment or benefit which will or may be made by the Company or its Affiliates in connection

with the execution of this Agreement or the consummation of the Transactions (either alone

or in combination with any other event) could give rise to the payment of any amount or provision

of any benefit that could, individually or together with any other amount or benefit, be

characterized as a parachute payment within the meaning of Section 280G(b)(2) of the Code.

3.20 Labor

Matters.

(a) Employment

Law Compliance. Except as would not be expected to result in a Company Material Adverse

Effect, since January 1, 2024, the Company and each of its Subsidiaries are in compliance

with all applicable Laws respecting labor, employment and employment practices, including

all Laws respecting terms and conditions of employment, health and safety, wages and hours

(including the classification of independent contractors and exempt and non-exempt employees),

child labor, immigration (including the completion of I-9s for all employees and the proper

confirmation of employee visas), harassment, employment discrimination and retaliation, disability

rights or benefits, equal opportunity (including compliance with any affirmative action plan

obligations), plant closures and layoffs (including WARN), affirmative action and affirmative

action plan requirements, workers’ compensation, labor relations, employee leave issues

and unemployment insurance. Each Company Group Member (i) has withheld and reported all amounts

required by Law or by agreement to be withheld and reported with respect to wages, salaries

and other payments to employees or other workers; and (ii) is not liable for any arrears

of wages, salaries, or other payments to employees or other workers compensation benefits,

social security or other benefits or obligations for employees (other than routine payments

to be made in the normal course of business and consistent with past practice), except in

each case, for any failure to withhold, report or pay which would not have or reasonably

be expected to have a Company Material Adverse Effect.

(b) WARN

Compliance. Neither the Company nor any of its Subsidiaries is currently engaged in any

layoffs or employment terminations that will trigger application of WARN or any similar state,

local or foreign Law.

of Allegations. Since January 1, 2024, each Company Group Member has reasonably investigated

all sexual harassment, or other unlawful discrimination or retaliation allegations reported

in accordance with the applicable policies of the Company and such Subsidiaries or of which

the Company otherwise had Knowledge. With respect to each such allegation determined to have

merit, the Company or applicable Company Group Member has taken prompt corrective action

that is reasonably calculated to prevent further improper action. No Company Group Member

reasonably expects any material Liabilities with respect to any such allegations.

3.21 Material

Contracts.

Section

3.21 of the Disclosure Schedule sets forth a true and complete list, as of the Agreement Date, of each Contract to which any Company

Group Member is a party or by which any Company Group Member or any of its properties or assets is bound that constitutes a material

Contract (each, a “Material Contract”). Each Material Contract is valid and binding on the Company (or each such Subsidiary

of the Company party thereto), and to the knowledge of the Company, each other party thereto and is in full force and effect, other than

any Material Contract that by their terms have expired or been terminated since the date hereof, and neither the Company nor any of its

Subsidiaries party thereto, nor, to the knowledge of the Company, any other party thereto, is in breach of, or default under, any such

Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder

by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto, except for such failures to

be in full force and effect and such breaches and defaults that would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect. The Company has not waived any rights under any Material Contract, the waiver of which would reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, since the

date of the Audited Company Balance Sheet, the Company Group has not received any written notice from or on behalf of any counterparty

to any Material Contract stating that such counterparty intends to terminate or not renew such Material Contract.

3.22 Exclusivity

of Representations and Warranties; Investigation

(a) No

Other Representations and Warranties. The Company acknowledges and agrees that, except

for the representations and warranties expressly set forth in Article IV, in any closing

certificate delivered pursuant to Section 7.3(c) or in the Equity Commitment Letters:

(i) none

of Parent, Merger Sub or any other Person makes, or has made, any representation or warranty

relating to Parent, Merger Sub or any of their businesses, operations or otherwise in connection

with this Agreement or the Merger;

(ii) no

Person has been authorized by Parent, Merger Sub or any of their respective Affiliates or

Representatives to make any representation or warranty relating to Parent or Merger Sub or

any of its businesses or operations or otherwise in connection with this Agreement or the

Merger, and if made, such representation or warranty must not be relied upon by the Company

or any of its Affiliates or Representatives as having been authorized by Parent, Merger Sub

or any of their respective Affiliates or Representatives (or any other Person); and

(iii) the

representations and warranties made by Parent and Merger Sub in this Agreement are in lieu

of and are exclusive of all other representations and warranties, including any express or

implied or as to merchantability or fitness for a particular purpose, and the Company hereby

disclaims any other or implied representations or warranties not expressly set forth in Article

IV, in any closing certificate delivered pursuant to Section 7.3(c), notwithstanding

the delivery or disclosure by Parent, Merger Sub or any of their respective Affiliates or

Representatives of any documentation or other information (including any financial information,

supplemental data or financial projections or other forward-looking statements).

(b) No

Reliance. The Company acknowledges and agrees that, except for the representations and

warranties expressly set forth in Article IV, in any closing certificate delivered

pursuant to Section 7.3(c) or in the Equity Commitment Letters, it is not acting (including,

as applicable, by entering into this Agreement or consummating the Merger) in reliance on:

(i) any

representation or warranty, express or implied;

(ii) any

estimate, projection, prediction, data, financial information, memorandum, presentation or

other materials or information provided or addressed to The Company or any of its Affiliates

or Representatives; or

(iii) the

accuracy or completeness of any other representation, warranty, estimate, projection, prediction,

data, financial information, memorandum, presentation or other materials or information.

Article

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except

as set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company on the date hereof (the “Parent and

Merger Sub Disclosure Schedule”), which expressly identifies the Section (or, if applicable, subsection) to which such exception

relates (it being understood and hereby agreed that any disclosure in such disclosure schedule relating to one Section or subsection

shall also apply to any other Sections and subsections if and to the extent that it is reasonably apparent on the face of such disclosure

(without reference to the underlying documents referenced therein) that such disclosure also relates to such other Sections or subsections),

Parent and Merger Sub hereby represent and warrant to the Company as follows:

4.1 Organization

and Authority; Approval.

Each

of Parent and Merger Sub is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization.

Each of Parent and Merger Sub has all requisite limited liability company or corporate, as applicable, power and authority to enter into

and perform its obligations under this Agreement and to consummate the Transactions, including the Merger. Each of Parent and Merger

Sub has duly and validly authorized this Agreement by all limited liability company or corporate, as applicable, action necessary in

order to execute, deliver and perform its obligations hereunder and to consummate the Transactions. There are no votes, consents or approvals

of any equityholder, manager, member or director of Parent or Merger Sub or their respective Affiliates required in connection with Parent’s

or Merger Sub’s execution, delivery, or performance of this Agreement that have not been obtained as of the date hereof, other

than the approval of this Agreement by the sole stockholder of Merger Sub, which will be obtained promptly following the execution and

delivery of this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and constitutes a legal,

valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its

terms, subject to the Enforceability Limitations.

4.2 Governmental

Filings; No Violations.

(a) Governmental

Filings. Other than as set forth on Section 4.2 of the Parent and Merger Sub Disclosure

Schedule, no Filings are required to be made by Parent, Merger Sub or any of their respective

controlled Affiliates with or to, nor are any Authorizations required to be obtained by Parent,

Merger Sub or any of their respective controlled Affiliates from, any Governmental Entity

in connection with the execution, delivery and performance of this Agreement by each of Parent

and Merger Sub or the consummation and effectiveness of the Transactions, except (i) filing

of the Articles of Merger with the Nevada Secretary of State, (ii) a beneficial ownership

report with the SEC and (iii) those Filings that the failure to make or obtain would not,

individually or in the aggregate, be reasonably likely to prevent or materially impair or

delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their

respective covenants and obligations pursuant to this Agreement.

(b) No

Violations. The execution, delivery and performance of this Agreement by each of Parent

and Merger Sub does not, and the consummation and effectiveness of the Transactions will

not, constitute or result in (i) a breach or violation of, or a default under, the certificate

of formation, limited liability company agreement, articles of incorporation, bylaws or other

similar organizational documents of Parent or Merger Sub or (ii) with or without notice,

lapse of time or both, a breach or violation of, a termination (or right of termination)

or default under, the creation or acceleration of any obligations under or the creation of

any lien on any of the assets of Parent or Merger Sub pursuant to any contract binding upon

Parent or Merger Sub or, assuming (solely with respect to performance of this Agreement and

the consummation and effectiveness of the Transactions) compliance with the matters referred

to in Section 4.2(a), under any Law to which Parent or Merger Sub is subject, except,

in the case of clause (ii) above, for any such breach, violation, termination, default, creation

or acceleration that would not, individually or in the aggregate, be reasonably likely to

prevent or materially impair or delay the consummation of the Merger or the ability of Parent

and Merger Sub to perform their respective covenants and obligations pursuant to this Agreement.

4.3 Litigation.

There

are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending

or threatened against Parent or Merger Sub that seek to enjoin or would have or reasonably be expected to have the effect of preventing,

making illegal, or otherwise interfering with, the execution, delivery and performance of this Agreement and the consummation and effectiveness

of the Transactions.

4.4 No

Parent Vote or Approval Required.

vote or consent of the holders of any equity or voting interest in Parent is necessary to approve this Agreement and the Merger. The

vote or consent of Parent, as the sole stockholder of Merger Sub, is the only vote or consent of the capital stock of, or other equity

interest in, Merger Sub necessary to approve this Agreement and the Merger.

4.5 Operations

of Parent and Merger Sub.

Each

of Parent and Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, neither

Parent nor Merger Sub will have engaged in any other business activities and will have incurred no liabilities or obligations other than

as contemplated by the Equity Commitment Letters or any agreements or arrangements entered into in connection with the Equity Financing

and this Agreement. Parent owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest

in, Merger Sub free and clear of all Liens.

4.6 Financial

Capability.

(a) Equity

Commitment Letter. As of the Agreement Date, Parent has delivered to the Company true,

correct and complete copies of a fully executed equity commitment letters (together with

all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified,

supplemented, replaced or extended from time to time after the Agreement Date, the “Equity

Commitment Letters”) from the parties thereto (the “Sponsors”)

pursuant to which each Sponsor has agreed to make an equity investment in Parent, subject

to the terms and conditions therein, in cash in the aggregate amount set forth therein (the

“Equity Financing”).

(b) Validity.

As of the Agreement Date, each of the Equity Commitment Letters (in the executed form delivered

by Parent to the Company) is in full force and effect and constitutes the valid, binding

and enforceable obligation of Parent and the Sponsor party thereto, enforceable in accordance

with its terms (subject to the Enforceability Limitations). As of the Agreement Date, there

are no conditions precedent or other contingencies related to the funding, investing or use

of the full amount of the Equity Financing contemplated by the Equity Commitment Letters,

other than the conditions precedent set forth in the Equity Commitment Letters (such conditions

precedent, the “Financing Conditions”). As of the Agreement Date and assuming

satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Parent

has no reason to believe that (i) any of the Financing Conditions will not be satisfied on

or prior to the Closing Date or (ii) the Equity Financing will not be available to Parent

on the Closing Date. As of the Agreement Date, none of Parent or the Sponsors is in default

or breach under the terms and conditions of the Equity Commitment Letters and, to the knowledge

of Parent, no event has occurred or circumstance exists that, with or without notice, lapse

of time or both, would or would reasonably be expected to constitute a default or breach

or a failure to satisfy a Financing Condition, in each case on the part of Parent or the

Sponsors.

Amendments. As of the Agreement Date, (i) the Equity Commitment Letters, in the form

delivered to the Company, and the terms of the Equity Financing have not been amended or

modified in any manner and no such amendment or modification is contemplated, and (ii) the

commitment contained therein has not been terminated, reduced, withdrawn or rescinded in

any respect by Parent or any Sponsor, and no such termination, reduction, withdrawal or rescission

is contemplated by Parent or any Sponsor. As of the Agreement Date, there are no agreements,

side letters or other written arrangements relating to the funding or use of the Equity Financing

to which a Sponsor, Parent, Merger Sub or any of their respective Affiliates is a party that

would permit the parties to the Equity Commitment Letters to reduce the amount of the Equity

Financing below the Required Amounts, impose new or additional conditions precedent to the

availability of the Equity Financing or that would otherwise adversely affect the availability

of the Equity Financing on the Closing Date, other than as expressly contemplated by the

Equity Commitment Letters.

(d) Sufficiency

of Financing. The Equity Financing, when funded in accordance with the Equity Commitment

Letters and upon satisfaction of the conditions contained in Article VII, will provide

Parent and Merger Sub at and as of the Closing Date with sufficient immediately available

cash funds, together with cash or cash equivalents held by Parent, Merger Sub and the Company

and its Subsidiaries, to consummate the Merger and to make all cash payments required to

be made in connection therewith on the Closing Date (such amounts, collectively, the “Required

Amounts”).

(e) No

Financing Conditionality. Notwithstanding anything in this Agreement to the contrary,

but without expanding or amending the remedies available under Article VIII or Section

9.8, Parent and Merger Sub each acknowledge and agree that in no event shall the receipt,

grant, or availability of any funds or financing (including, for the avoidance of doubt,

the Equity Financing) by Parent or any Affiliate thereof or any other financing be a condition

to any of the obligations of Parent or Merger Sub hereunder.

4.7 Solvency.

Upon

consummation of the Transactions, assuming (i) the accuracy of the representations and warranties set forth in Article III and

(ii) that, immediately prior to the Closing, the Company Group is solvent, neither Parent nor Merger Sub will (a) be insolvent or left

with unreasonably small capital, (b) have incurred debts beyond its ability to pay such debts as they mature or (c) have liabilities

in excess of the reasonable market value of its assets.

4.8 Brokers.

Neither

Parent, Merger Sub nor any of their respective Affiliates has retained any broker or finder or agreed to pay or made any statement or

representation to any Person that would entitle such Person to any broker’s, finder’s or similar fees or commissions from

any Company Group Member in connection with this Agreement and the Transactions.

4.9 Exclusivity

of Representations and Warranties; Investigation.

(a) No

Other Representations and Warranties. Each of Parent and Merger Sub acknowledges and

agrees that, except for the representations and warranties expressly set forth in Article

III, in any closing certificate delivered pursuant to Section 7.2(g):

(i) none

of the Company, its Subsidiaries or any other Person makes, or has made, any representation

or warranty relating to the Company, its Subsidiaries or any of their businesses, operations

or otherwise in connection with this Agreement (including the Voting and Support Agreements)

or the Merger;

(ii) no

Person has been authorized by the Company Group or any of its Affiliates or Representatives

to make any representation or warranty relating to the Company Group or any of its businesses

or operations or otherwise in connection with this Agreement or the Merger, and if made,

such representation or warranty must not be relied upon by Parent, Merger Sub or any of their

respective Affiliates or Representatives as having been authorized by the Company Group or

any of its Affiliates or Representatives (or any other Person); and

(iii) the

representations and warranties made by the Company in this Agreement are in lieu of and are

exclusive of all other representations and warranties, including any express or implied or

as to merchantability or fitness for a particular purpose, and the Parent and Merger Sub

hereby disclaims any other or implied representations or warranties not expressly set forth

in Article III, in any closing certificate delivered pursuant to Section 7.2(g)

or in any Voting and Support Agreement, notwithstanding the delivery or disclosure by the

Company, its Subsidiaries, the Supporting Stockholders or any of their respective Affiliates

or Representatives of any documentation or other information (including any financial information,

supplemental data or financial projections or other forward-looking statements).

(b) No

Reliance. Each of Parent and Merger Sub acknowledges and agrees that, except for the

representations and warranties expressly set forth in Article III, in any closing

certificate delivered pursuant to Section 7.2(g) or in any Voting and Support Agreement,

it is not acting (including, as applicable, by entering into this Agreement or consummating

the Merger) in reliance on:

(i) any

representation or warranty, express or implied;

(ii) any

estimate, projection, prediction, data, financial information, memorandum, presentation or

other materials or information provided or addressed to Parent, Merger Sub or any of their

respective Affiliates or Representatives, including any materials or information made available

in the electronic data room hosted by or on behalf of the Company in connection with the

Merger, in connection with presentations by or discussions with the Company’s management

(whether prior to or after the Agreement Date), or any Supporting Stockholder, or in any

other forum or setting; or

(iii) the

accuracy or completeness of any other representation, warranty, estimate, projection, prediction,

data, financial information, memorandum, presentation or other materials or information.

Article

INTERIM OPERATIONS

5.1 Affirmative

Obligations.

Except

as required by applicable Law, the actions described in Schedule III (the “Permitted Actions”), actions expressly

required under this Agreement, or with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned

or delayed), during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur

of the termination of this Agreement pursuant to Article VIII and the Effective Time (the “Interim Period”),

the Company shall and shall cause each other Company Group Member to (i) operate its business in all material respects in the ordinary

course of business consistent with past practice (the “Ordinary Course”); (ii) pay its debts and Taxes when due and

(iii) use commercially reasonable efforts to keep available the services of its current employees and service providers and preserve

intact its business, assets, relationships and goodwill with customers, suppliers, licensors, licensees, distributors and other Persons

with which it has significant business relationships. For the avoidance of doubt, no action taken by the Company or any other Company

Group Member with respect to matters explicitly permitted by an exception to Section 5.2 shall be deemed a breach of this Section

5.1.

5.2 Forbearance

Covenants of the Company.

Except

(i) for the Permitted Actions, (ii) as required by applicable Law or expressly required by this Agreement, or (iii) with the prior written

consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall

not, and shall cause each other Company Group Member not to, directly or indirectly, take any of the following actions:

(a) amend,

amend and restate or supplement or otherwise modify any governing document of any Company

Group Member other than as expressly provided for in this Agreement;

(b) materially

alter the corporate structure, existence or ownership of any Company Group Member, whether

through merger, consolidation, liquidation, dissolution or voluntary wind-up;

new Equity Securities of any Company Group Member or acquire, repurchase or redeem, directly

or indirectly, or amend any Equity Securities of any Company Group Member; provided,

however, that Equity Securities may be issued pursuant to any existing incentive plan properly

approved and effective at any Company Group Member;

(d) other

than cash dividends made by any wholly-owned Company Group Member to the Company or another

wholly-owned Company Group Member, (i) split, combine or reclassify any shares of Equity

Securities; (ii) declare, set aside, establish a record date for, authorize or pay any dividend

or other distribution (whether in cash, shares or property or any combination thereof) in

respect of any Equity Securities, including any dividend or distribution of (A) any Equity

Securities, property or other assets of any Company Group Member or (B) any proceeds received

in connection with any sale, transfer, disposition, divestiture, spin-off or other separation

of any Company Group Member or any of its business, Equity Securities, property or assets,

or make any other actual, constructive or deemed distribution in respect of the shares of

capital stock; (iii) pledge or encumber any of its Equity Securities other than pursuant

to Permitted Liens; or (iv) modify the terms of any of its Equity Securities;

(e) enter

into any agreement to sell, transfer, assign, dispose of or otherwise divest, directly or

indirectly, any Subsidiary of the Company or any equity interests therein other than any

Subsidiary set forth on Schedule 5.2(e); provided that, with respect to any

proposed sale, transfer, assignment, disposition or other divestiture of any Subsidiary of

the Company set forth on Schedule 5.2(e) or any equity interests therein, the Company

shall (i) keep Parent reasonably informed regarding the status and material terms thereof(ii)

provide Parent with copies of all material agreements and other material documentation relating

thereto reasonably in advance of the execution thereof, (iii) provide Parent a reasonable

opportunity to review and comment thereon prior to execution and consider in good faith any

comments timely provided by Parent or its Representatives, and (iv) not consummate any such

sale, transfer, assignment, disposition or other divestiture unless and until all applicable

approvals, consents and non-objections required from the FCA in connection therewith have

been obtained and remain in full force and effect;

(f) alter

in any way the number of directors comprising the Board or the applicable governing body

of any other Company Group Member;

(g) except

in accordance with the Company’s capital budget, make any capital expenditures, loans

or incur any other obligations or liabilities, assume, guarantee, endorse or otherwise become

liable or responsible (whether directly, contingently or otherwise) for any material obligations

of any Third Person, or forgive any loans to any current or former Service Provider;

(h) enter

into any contracts or agreements involving expenditures (i) individually in excess of $50,000

(other than for legal services, regulatory compliance and professional services procured

in the Ordinary Course) or (ii) in the aggregate in excess of $250,000;

(i) sell,

assign, transfer, convey, lease, license, subject to a Lien, or otherwise dispose of any

assets or properties, except (i) in the Ordinary Course, (ii) Permitted Liens or (iii) pursuant

to transactions between Company Group Members;

(j) acquire

(by merger, consolidation, or otherwise) securities, properties, interests, businesses or

a material amount of assets of any Person, or any division thereof;

(k) make

any material change to methods of financial accounting in effect as of the date of this Agreement,

revalue in any material respect any of its properties or assets, including writing-off notes

or accounts receivable other than in the Ordinary Course, make (except consistent with past

practice), change or revoke any material Tax election, file any material amendment to any

Tax Return or change any material method of accounting for Tax purposes, change an annual

accounting period, enter into any closing agreement, settle or compromise any proceeding

with respect to any material Tax claim or assessment relating to a Company Group Member,

surrender any right to claim a material refund of Taxes, enter into any material contract

in respect of Taxes with any Governmental Entity, or consent to any extension or waiver of

the limitation period applicable to any material Tax claim or assessment relating to a Company

Group Member, in each case except as required by a change in GAAP (or any interpretation

thereof) or applicable Law;

(l) enter

into any new line of business;

(m) create

any Subsidiary;

(n) enter

into any joint venture, partnership or other similar arrangement with any Third Person;

(o) cancel,

compromise or settle any legal proceeding (i) for an amount in excess of $500,000 in the

aggregate or (ii) that involves injunctive relief against any Company Group Member;

(p) enter

into any employment agreements involving an annual compensation in excess of $250,000 that

are not terminable at will or upon reasonable notice or pay in lieu thereof, or amend, modify,

supplement or terminate any existing employment agreements;

(q) except

as required by applicable Law or the existing terms of any Employee Benefit Plan in effect

on the date hereof and set forth on Section 3.19(a) of the Disclosure Schedule or,

solely with respect to ordinary course amendments, modifications or renewals referred to

in clause (i), would not materially increase the cost of any Employee Benefit Plan: (i) enter

into, adopt, amend, modify, renew or terminate any Employee Benefit Plan or any plan, policy,

program, agreement, arrangement or Contract that would be an Employee Benefit Plan if in

existence on the Agreement Date (except as otherwise expressly permitted by this Section

5.2(q)), (ii) grant, announce or pay any severance, special bonus, change of control,

retention, equity or equity-based or similar or other award or new compensation or benefit

to any current or former Service Provider, other than the payment of annual bonuses in the

ordinary course of business consistent with past practice to any current Service Provider

whose annual base cash compensation is less than $125,000, (iii) increase or decrease, or

accelerate the time of vesting, funding or payment of, any compensation or benefit payable

or provided to any current or former Service Provider, (iv) hire or promote, engage, temporarily

layoff, furlough or terminate (other than termination for cause) any Service Provider whose

annual base compensation exceeds or would exceed $125,000, or (v) waive or release any noncompetition,

nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant

obligation of any current or former Service Provider;

(r) enter

into, modify, amend, negotiate, extend or terminate any labor agreement or, unless required

by Law, recognize or certify any labor union, labor organization, works council, employee

representative, or group of employees as the bargaining representative for any employees

of any Company Group Member;

(s) implement

or announce any employee layoffs, facility or plant closings, reductions in force, furloughs,

temporary layoffs, salary or wage reductions, work schedule changes or other similar actions

that would require issuance of notices or other obligations under WARN;

(t) enter

into or adopt any “poison pill” or similar stockholder rights plan;

(u) cause

or permit any Takeover Statute to be applicable to this Agreement or the Transactions, including

the Merger;

(v) cause

or permit, by action of the Company Board or otherwise (including by the delisting of the

Company Common Stock from the Stock Exchange), any holder of Company Capital Stock to be

entitled to dissenter’s rights or any other rights of appraisal, pursuant to the NRS

or otherwise in connection with this Agreement or the Transactions, including the Merger;

(w) agree

or commit in writing to do any of the foregoing.

Nothing

contained in this Section 5.2 shall give Parent, directly or indirectly, the right to control or direct the operations of the

Company Group prior to the Effective Time.

5.3 No

Solicitation.

(a) No

Solicitation or Negotiation. Subject to the terms of this Section 5.3 and except

with Parent or its Affiliates or their Representatives, during the Interim Period, the Company

will, and will cause its Subsidiaries and its and their respective officers and directors

to, and will instruct and use reasonable best efforts to cause each of its other Representatives

to, cease and cause to be terminated any discussions or negotiations with any Third Person

and its Representatives, request the prompt return or destruction of all non-public information

concerning the Company Group theretofore furnished to any such Person with whom any Company

Group Member has a confidentiality agreement, in each case, with respect to an Acquisition

Proposal and will (A) cease providing any further information with respect to the Company

Group or any Acquisition Proposal to any such Third Person or its Representatives; and (B)

immediately terminate all access granted to any such Third Person and its Representatives

to any physical or electronic data room (or any other diligence access). Subject to the terms

of Section 5.3(b), during the Interim Period, the Company Group Members will not,

will cause their directors and officers not to, and will use reasonable best efforts to cause

their other Representative not to, directly or indirectly, (i) solicit, initiate, propose

or induce the making, submission or announcement of, or knowingly encourage, facilitate or

assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead

to, an Acquisition Proposal; (ii) furnish to any Third Person any non-public information

relating to the Company Group or afford to any Third Person access to the business, properties,

assets, books, records or other non-public information, or to any personnel, of the Company

Group, in any such case with the intent to induce, or that would reasonably be expected to

result in, the making, submission or announcement of, or to knowingly encourage, facilitate

or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer

that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or

engage in discussions, communications or negotiations with any Third Person with respect

to an Acquisition Proposal or Inquiry, other than solely informing such Third Persons of

the existence of the provisions contained in this Section 5.3; (iv) approve, endorse

or recommend any proposal that constitutes or would reasonably be expected to lead to, an

Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum

of understanding, merger agreement, acquisition agreement or other Contract relating to an

Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter

of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition

agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable

Confidentiality Agreement) an “Alternative Acquisition Agreement”). During

the Interim Period, the Company will enforce, and will not waive, terminate or modify, any

provision of any standstill or confidentiality agreement that prohibits or purports to prohibit

a proposal being made to the Company Board or the Special Committee (unless, prior to the

Company’s receipt of the Stockholder Consent, the Company Board or the Special Committee

has determined in good faith, after consultation with its outside counsel, that failure to

take such action would reasonably be expected to violate its fiduciary duties under applicable

Law).

(b) Superior

Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3,

until the Company’s receipt of the Stockholder Consent, in response to an unsolicited

bona fide Acquisition Proposal, the Company and the Company Board or the Special Committee

may, directly or indirectly, through one or more of their Representatives (including the

Advisor), participate or engage in discussions or negotiations with, furnish any non-public

information relating to the Company Group to, or afford access to the business, properties,

assets, books, records or other non-public information, or to any personnel, of the Company

Group pursuant to an Acceptable Confidentiality Agreement to any Person and its Representatives

(including prospective debt and equity financing sources) that has made, renewed or delivered

to the Company such a bona fide Acquisition Proposal that did not result from a breach of

this Section 5.3; provided, that the Company and its Representatives may contact

any person in writing (with a request that any response from such Person is in writing) with

respect to an Acquisition Proposal solely to clarify any ambiguous terms and conditions thereof

which are reasonably necessary to determine whether the Acquisition Proposal constitutes

a Superior Proposal. The Company Board or Special Committee may only take the actions contemplated

by the preceding sentence if (A) the Company Board or Special Committee has determined in

good faith (after consultation with its financial advisor and outside legal counsel) that

such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely

to lead to a Superior Proposal and (B) the Company Board or Special Committee has determined

in good faith (after consultation with its outside legal counsel) that failure to take the

actions contemplated by this Section 5.3(b) would reasonably be expected to violate

its fiduciary duties pursuant to applicable Law. The Company shall provide to Parent and

its Representatives any non-public information that is provided to any Person or its Representatives

that was not previously made available to Parent prior to or substantially concurrently with

the time it is provided to such Person.

Change in Company Board Recommendation or Entry into an Alternative Acquisition Agreement.

Except as provided by Section 5.3(d), at no time after the date hereof may the Company

Board or the Special Committee withhold, withdraw, amend, qualify or modify, or publicly

propose to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation,

in each case, in a manner adverse to Parent (it being understood that it shall be considered

a modification adverse to Parent if (1) any Acquisition Proposal structured as a tender or

exchange offer is commenced and the Company Board fails to publicly recommend that the Company

Stockholders reject such tender or exchange offer within ten (10) Business Days of commencement

thereof pursuant to Rule 14d-2 of the Exchange Act or (2) any Acquisition Proposal is publicly

announced (other than by the commencement of a tender or exchange offer)) and the Company

Board (A) fails to issue a public press release within ten (10) Business Days of such public

announcement providing that the Company Board reaffirms the Company Board Recommendation;

(B) adopt, approve, endorse, recommend or otherwise declare advisable (or publicly propose

to adopt, approve, endorse, recommend or otherwise declare advisable) an Acquisition Proposal;

or (C) fails to publicly reaffirm the Company Board Recommendation within ten (10) Business

Days after Parent so requests in writing (it being understood that the Company will have

no obligation to make such reaffirmation on more than two (2) separate occasions) (any action

described in clauses (A) through (C), a “Company Board Recommendation Change”);

provided, however, that, for the avoidance of doubt, none of (x) a “stop,

look and listen” communication by the Company Board or the Special Committee to the

Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any

substantially similar communication), (y) the delivery by the Company to Parent of any notice

contemplated by Section 5.3(d) or (z) making any required disclosure to the Company

Stockholders of the Company if the Company Board determines in good faith, after consultation

with its outside legal counsel, that the failure to take such action would be reasonably

likely to violate applicable Law, in any such case will constitute a Company Board Recommendation

Change or violate this Section 5.3. The Parties agree that any Company Board Recommendation

Change shall have no effect on the effectiveness of the Stockholder Consent once obtained.

(d) Company

Board Recommendation Change. Notwithstanding anything in this Section 5.3 to the

contrary, at any time prior to the Company’s receipt of the Stockholder Consent, in

response to an unsolicited bona fide written Acquisition Proposal that did not arise from

a breach of the obligations set forth in Section 5.3(a), either the Company Board

(acting on the recommendation of the Special Committee) or the Special Committee may effect

a Company Board Recommendation Change, if prior to taking such action (A) the Company Board

(acting on the recommendation of the Special Committee), or the Special Committee, as applicable,

determines in good faith, after consultation with its financial advisor and outside legal

counsel, that such Acquisition Proposal is a Superior Proposal, and, after consultation with

its outside legal counsel, that the failure to take such action would violate its fiduciary

duties under applicable Law and (B) the Company shall have given five (5) Business Days’

prior notice to Parent that the Company has received such proposal, specifying the material

terms and conditions of such proposal (including the identity of the Person or group making

such proposal) and copies of the most recent versions of all relevant documents relating

to such proposal, and that the Company intends to take such action, and during such five

(5) Business Day period, the Company shall (and shall cause its Representatives to) participate

in good faith negotiations with Parent and its Representatives should Parent propose to make

adjustments or revisions to the terms and conditions of this Agreement; and at the end of

the five (5) Business Day period, prior to taking action to effect a Company Board Recommendation

Change, the Company Board (acting on the recommendation of the Special Committee) or the

Special Committee determines (taking into account any adjustment to the terms and conditions

of this Agreement committed to by Parent in writing in response to such Acquisition Proposal,

if any, and any other information offered by Parent) in good faith, after consultation with

its financial advisors and outside legal counsel, that the Acquisition Proposal remains a

Superior Proposal; provided, that in the event of any change to the financial terms

of, or any other material amendment or material modification to, any Superior Proposal, the

Company shall be required to deliver a new written notice to Parent and comply with the requirements

of this Section 5.3(d) with respect to such new written notice, except that the advance

written notice obligation set forth in this Section 5.3(d) shall be reduced to three

(3) Business Days; and

(e) Notwithstanding

anything in this Section 5.3 to the contrary, at any time prior to the Company’s

receipt of the Stockholder Consent, the Company Board (acting on the recommendation of the

Special Committee) or the Special Committee may effect a Company Board Recommendation Change

in response to an Intervening Event, if prior to taking such action (A) the Company Board

(acting on the recommendation of the Special Committee) or the Special Committee determines

in good faith, after consultation with its outside legal counsel, that the failure to take

such action would violate its fiduciary duties under applicable Law, (B) the Company shall

have given five (5) Business Days’ prior notice to Parent that the Company intends

to effect a Company Board Recommendation Change in response to an Intervening Event (which

notice will describe such Intervening Event in detail), and during such five (5) Business

Day period, the Company shall (and shall cause its Representatives to) participate in good

faith negotiations with Parent and its Representatives should Parent propose to make adjustments

or revisions to the terms and conditions of this Agreement; and at the end of the five (5)

Business Day period, prior to taking action to effect a Company Board Recommendation Change,

the Company Board (acting on the recommendation of the Special Committee) or the Special

Committee again determines (taking into account any adjustment to the terms and conditions

of this Agreement committed to by Parent in writing in response to such Acquisition Proposal,

if any, and any other information offered by Parent) in good faith, after consultation with

its outside legal counsel, that the failure to effect a Company Board Recommendation Change

in response to such Intervening Event would violate its fiduciary obligations under applicable

Law.

(f) Notice.

During the Interim Period, the Company will promptly (and, in any event, within forty eight

(48) hours from the receipt thereof) notify Parent in writing if any Inquiries, offers or

proposals or requests for non-public information or discussions that constitute or would

reasonably be expected to lead to an Acquisition Proposal, or any material revisions to the

terms and conditions of any pending Acquisition Proposals, are received by the Company or

any of its Representatives. Such notice must include (i) the identity of the Third Person

making such Inquiries, offers or proposals, (ii) a summary of the material terms and conditions

of such Inquiries, offers or proposals to the extent such material terms and conditions are

not included in the written materials provided in the following clause (iii), and (iii) copies

of any written materials and documents relating thereto provided to the Company or its Representatives.

Thereafter, the Company must keep Parent reasonably informed, on a reasonably prompt basis,

of the status (and supplementally provide the material terms) of any such Inquiries, offers

or proposals (including any amendments thereto and any new, amended or revised written materials

relating thereto provided by or to the Company or its Representatives), any correspondence

and documentation with respect to such Inquiries, offers or proposals and the status of any

such discussions or negotiations.

(g) Certain

Disclosures. Nothing contained in this Section 5.3 shall prohibit the Company,

the Company Board or the Special Committee from (i) taking and disclosing to its stockholders

a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act,

(ii) issuing a “stop, look and listen” statement or similar communication of

the type contemplated by Rule 14d-9(f) under the Exchange Act, (iii) informing any Person

of the existence of the provisions contained in this Section 5.3, (iv) making any

disclosure to the Company Stockholders or any filing, amendment, supplement or other communication

required by applicable Law, the rules or regulations of the SEC or the Stock Exchange, including

pursuant to Rule 14c-2, Rule 14c-5, Rule 13e-3 (solely to the extent required by applicable

Law) or Schedule 14C or Schedule 13E-3 (solely to the extent required by applicable Law),

or (v) making any disclosure, statement, filing, amendment, supplement or other communication

that the Company Board or the Special Committee (other than a Company Board Recommendation

Change) determines in good faith, after consultation with its outside legal counsel, is necessary

to comply with applicable Law or which the failure to do so would violate its fiduciary duties

under applicable Law; provided that any such disclosure, filing, amendment, supplement,

communication or action that constitutes or contains a Company Board Recommendation Change

shall be subject to the provisions of Section 5.3(d); provided, further,

that a “stop, look and listen” communication by the Company pursuant to Rule

14d-9(f) of the Exchange Act shall not be deemed to be a Company Board Recommendation Change

so long as any such communication states that the recommendation of the Company Board in

favor of the Merger continues to be in effect.

(h) Breach

by Representatives. The Company agrees that in the event any Representative takes any

action at the direction or on behalf of the Company which, if taken by the Company, would

constitute a breach of this Section 5.3, the Company shall be deemed to be in breach

of this Section 5.3.

5.4 Funds

Dissolution.

The

Parties acknowledge that certain Terminated Funds are expected to be liquidated and terminated as soon as practicable following the Agreement

Date, but that completion of all such liquidations and terminations prior to the Closing may not be practicable given the regulatory

and operational steps required.

(a) As

promptly as reasonably practicable following the delivery of the Stockholder Consent pursuant

to Section 6.4, each Supporting Stockholder and the Company shall cause USCF Advisers

to use reasonable best efforts to take all actions reasonably necessary or appropriate to

effect the orderly dissolution, liquidation and termination of each Terminated Fund in accordance

with applicable Law, the organizational and governing documents of such Terminated Fund and

any applicable contractual requirements, including (i) obtaining any required approvals of

the board of directors or trustees, as applicable, including, where required, the requisite

approval of a majority of the trustees who are not “Interested Persons” as defined

in Section 2(a)(19) of the Investment Company Act (“Termination Board Approvals”),

and (ii) taking actions necessary to procure any shareholder approvals required by applicable

Law or the organizational or governing documents of such Terminated Fund (“Termination

Shareholder Approvals”).

(b) Without

limiting the foregoing, each Supporting Stockholder and the Company shall cause USCF Advisers

to use reasonable best efforts to cause each Terminated Fund to, prior to the Closing, to

(i) cease the public offering and issuance of its shares, (ii) obtain Termination Board Approvals

and Termination Shareholder Approvals, (iii) with respect to any Terminated Fund that is

a series of USCF ETF Trust and is expected to remain in existence at the Closing, obtain,

prior to the Closing, any Termination Board Approvals required for an interim advisory agreement

pursuant to Rule 15a-4 under the Investment Company Act and any new sub-advisory agreement

necessary for the continued operation of such Terminated Fund or any subsidiary thereof pending

its liquidation, in each case to the extent applicable, (iv) liquidate or otherwise dispose

of its portfolio investments in an orderly manner, (v) satisfy or make reasonable provision

for its liabilities and obligations, (vi) make all distributions to its shareholders required

in connection with its liquidation, (vii) when no longer necessary for the continued operation

and wind-down of such Terminated Fund, terminate any investment advisory, sub-advisory, administrative

services, distribution and other material agreements to which such Terminated Fund is a party

or by which it is bound, in each case to the extent necessary to effect such wind-down, and

(viii) make all required filings with the SEC, the applicable exchange and any other Governmental

Entity and take all other actions required under applicable Law to effect the liquidation

and termination of such Terminated Fund and, if applicable, the termination of its registration

under the Investment Company Act.

Supporting Stockholder and the Company shall keep Parent reasonably informed regarding the

status of the wind-down of each Terminated Fund and shall promptly notify Parent of any material

circumstance that would reasonably be expected to prevent the wind-down of any Terminated

Fund from being completed prior to the Closing.

5.5 Required

Regulatory Approvals and Consents.

(a) The

Parties acknowledge that the consummation of the Merger will result in a change of control

of USCF Advisers and is expected to constitute an assignment of, and therefore cause the

termination of, the existing advisory and sub-advisory agreements with respect to the Approval

Funds. Each Supporting Stockholder and the Company shall cause USCF Advisers to use reasonable

best efforts to, as promptly as practicable after the Agreement Date, with respect to each

Approval Fund, (A) obtain the Fund Board Approvals, and (B) to the extent required by applicable

Law, take necessary actions to obtain the Fund Shareholder Approvals, (C) obtain the Cayman

Subsidiary Board Approvals and (D) take necessary actions to obtain the Cayman Subsidiary

Shareholder Approvals. Each Supporting Stockholder and the Company shall keep Parent reasonably

informed regarding the status of the approvals and interim arrangements contemplated by this

Section 5.5 and shall promptly notify Parent of any material circumstance that would

reasonably be expected to delay or prevent such approvals.

(b) With

respect to USCF Daily Target 2X Copper Index ETF (ticker symbol CPXR), a series of Tidal

Trust III, and its Cayman subsidiary, each Supporting Stockholder and the Company shall cause

USCF Advisers to promptly notify Tidal Investments LLC and the board of trustees of Tidal

Trust III of the Merger and the resulting change of control at Closing and take necessary

actions to obtain Tidal Investments LLC’s prior written consent for the resulting assignment

of the Cayman subsidiary’s sub-advisory agreement. Each Supporting Stockholder and

Company shall use reasonable best efforts to cooperate with Tidal Investments LLC and Tidal

Trust III in obtaining any board and, to the extent required, shareholder approvals for replacement

sub-advisory agreements. The Parties acknowledge that Tidal Investments LLC and Tidal Trust

III are not Company Group Members and that the applicable process is controlled by third

parties. Accordingly, neither the Company nor any Supporting Stockholder shall be required

to control or guarantee the timing or outcome of such process.

shall, and shall cause its controlled Affiliates to, as promptly as reasonably practicable

after the date hereof, prepare and submit to the FCA all notifications, applications and

filings required under the FSMA and the rules of the FCA in connection with the acquisition

of control (within the meaning of section 181 of FSMA) of each UK Subsidiary that is authorized

or regulated by the FCA resulting from the Merger (the “FCA Filings”),

and, the extent that the UK Subsidiaries are not sold, transferred or otherwise divested

prior to the Closing, shall use reasonable best efforts to obtain, as promptly as reasonably

practicable and in any event prior to the Termination Date, the FCA Approval. Parent shall

provide the Company and its outside legal counsel a reasonable opportunity to review and

comment on the FCA Filings and any such draft filing prior to dissemination or filing and

shall consider in good faith all timely comments provided by the Company and its outside

legal counsel and shall not unreasonably reject any such comments; provided, that

Parent shall not be required to accept or incorporate any comment to the extent Parent determines

in good faith, after consultation with its outside legal counsel, that accepting or incorporating

such comment would be inconsistent with applicable Law or the requirements of the FCA. The

Company shall, and shall cause the other Company Group Members and each Supporting Stockholder

to, use reasonable best efforts to promptly furnish to Parent all information concerning

the Company Group, the UK Subsidiaries and their respective businesses, owners, controllers

and personnel reasonably requested by Parent or the FCA in connection with the FCA Filings

and the FCA Approval, and to otherwise cooperate with Parent in connection therewith.

5.6 Financing

Cooperation.

(a) Prior

to and at the Effective Time, the Company shall, shall cause its Subsidiaries to, and shall

use reasonable best efforts to cause their respective Representatives to, provide such reasonable

and customary cooperation in connection with any Financing as may be reasonably requested

by Parent or its Representatives, including using reasonable best efforts to:

(i) promptly

provide financial and other pertinent information regarding the Company and its Subsidiaries

as may be reasonably requested by Parent to consummate a Financing;

(ii) cooperate

with the marketing efforts for any Financing and use reasonable best efforts to make available

the Company’s and its Subsidiaries’ existing lender and investor relationships

in connection with any syndication efforts with respect to such Financing;

(iii) facilitate

the execution and delivery of definitive financing documents (including any guarantee, pledge

and security documents, other definitive financing documents or other certificates or other

documents and instruments as may be reasonably requested by Parent or the Financing Sources

(including a certificate of the chief financial officer of the Company with respect to solvency

matters)) and the schedules and exhibits thereto (which documents shall only be required

to become effective, as to the Company and its Subsidiaries, as of the Closing Date);

(iv) execute

and deliver customary certificates, or other documents and instruments relating to a Financing

as may be reasonably requested by Parent as necessary or customary in connection with such

Financing (including taking all corporate, limited liability company, partnership or other

similar actions necessary to authorize such Financing), in each case effective as of the

Closing;

(v) cooperate

with due diligence efforts of Parent and its Affiliates and its and their financing sources

to the extent reasonably requested by Parent, including by cooperating with consultants or

others engaged to undertake field examinations and appraisals, including furnishing information

to such persons in respect of current assets, inventory, and other applicable assets, cash

management and accounting systems, policies and procedures relating thereto for the purposes

of establishing collateral arrangements as of the Closing, and assist with other collateral

audits, collateral appraisals and due diligence examinations; provided, that such

cooperation shall be subject to the limitations set forth in Section 5.6(d);

(vi) assist

Parent in the preparation of pro forma financial statements (it being agreed that the Company

will not be required to provide any information or assistance relating to (x) the proposed

aggregate amount of debt and equity financing, together with assumed interest rates, dividends

(if any) and fees and expenses relating to the incurrence of such debt or equity financing,

(y) any post-Closing or pro forma cost savings, synergies, capitalization or ownership or

(z) any financial information related to Parent or any of its Subsidiaries);

(vii) cooperate

in satisfying the conditions precedent set forth in any definitive document relating to a

Financing, in each case, to the extent such cooperation is of a type contemplated by the

foregoing clauses (i) through (vi), clause (viii) and clause (ix);

(viii) facilitate

the pledging of collateral and granting of guarantees for any Financing, including to deliver

any original stock certificates and related powers and any original promissory notes and

related allonges; and

(ix) promptly

execute and deliver to Parent and the Financing Sources, at least five (5) Business Days

prior to the Closing Date, all documentation and other information relating to the Company

and its Subsidiaries required by regulatory authorities under applicable “know your

customer” and anti-money laundering rules and regulations, including the PATRIOT Act,

and a beneficial ownership certificate for any entity that qualifies as a “legal entity

customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), in

each case to the extent requested by Parent from the Company in writing at least seven (7)

Business Days prior to the Closing Date.

(b) The

Company hereby consents to the use of its and its Subsidiaries’ logos in connection

with any Financing; provided, however, such trademarks and logos are used solely

in a manner that is not intended to or reasonably likely to harm or disparage the Company

or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.

Notwithstanding anything to the contrary contained in the Confidentiality Agreement or herein,

Parent and its Subsidiaries and their Representatives shall be permitted to disclose information

as necessary and consistent with customary practices in connection with any Financing, subject

to customary confidentiality arrangements (which may include “click through”

confidentiality agreements).

Company shall and shall cause its Subsidiaries to (x) conditioned upon the occurrence of

the Closing deliver all notices and take all other actions required to facilitate the termination

of commitments under Indebtedness of the Company Group, the repayment in full (or in the

case of letters of credit, replacement or cash collateralization) of all obligations then

outstanding thereunder and the release of all Liens in connection therewith on the Closing

Date and (y) deliver to Parent not later than five (5) Business Days prior to the Effective

Time (with drafts being delivered in advance at the reasonable request of Parent) payoff

letters or similar documents in respect of Indebtedness of the Company Group from all Persons

(or the agents or trustees authorized to act on behalf thereof) party to any Indebtedness

of the Company Group, together with all documentation relating to the release of all Liens

with respect thereto (including any termination statements on Form UCC-3, mortgage releases,

Intellectual Property security agreement releases or other releases), in each case, in customary

form and substance reasonably satisfactory to Parent, which payoff letters shall (w) indicate

the total amount required to be paid to fully satisfy all principal, interest, prepayment

premiums, penalties, breakage costs, other fees and expenses (if any) or other similar obligations

related to such Indebtedness as of the Closing Date (the “Payoff Amount”),

(x) provide the instructions for the payments of the Payoff Amount, (y) state that all obligations

(including guarantees) in respect thereof (other than those contingent indemnification obligations

that customarily remain following termination of a credit agreement) and Liens in connection

therewith on the properties and assets of the Company or any of its Subsidiaries shall be,

substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the

Persons holding such Indebtedness (or the agents or trustees authorized to act on behalf

thereof), released and that any Indebtedness of the Company Group and all related loan documents

shall be terminated and (z) indicate all then-outstanding letters of credit or similar Indebtedness

(with respect to which the Company shall reasonably cooperate to cause to be terminated,

terminated and replaced with new letters of credit, cash collateralized or backstopped with

new letters of credit on or after the Closing Date).

(d) Notwithstanding

anything in this Agreement to the contrary, in fulfilling its obligations pursuant to this

Section 5.6, (i) none of the Company, its Subsidiaries or its Representatives shall

be required to pay any commitment or other fee or otherwise bear any cost or expense or make

any other payment (other than costs and expenses required to be reimbursed by Parent and

Merger Sub) or incur any other liability in connection with any Financing prior to the Effective

Time (other than liabilities indemnified by Parent pursuant to this paragraph (d) and other

than costs and expenses required to be reimbursed by Parent and Merger Sub), (ii) any requested

cooperation shall not unreasonably interfere with the ongoing operations of the Company and

its Subsidiaries, (iii) none of the Company or its Subsidiaries or its Representatives shall

be required to pass resolutions or consents or approve or authorize the execution of any

Financing or the definitive financing agreement or deliver any certificates in connection

therewith, in each case, unless the effectiveness of such resolutions, consents, certificates

or documents is contingent upon the occurrence of the Closing, (iv) Parent shall, promptly

upon request by the Company, reimburse the Company or cause the Company to be reimbursed

for all reasonable and documented out-of-pocket costs and expenses incurred by the Company

or any of its Subsidiaries in connection with such cooperation, (v) none of the Company or

its Subsidiaries or its Representatives shall be required to provide any cooperation or information

if it could reasonably be expected to cause any director, officer, member, manager, shareholder

or employee of the Company to incur any personal liability in connection with the Financing,

(vi) none of the Company or its Subsidiaries or its Representatives shall be required to

provide access to or disclose information that such Person determines would jeopardize any

attorney-client privilege or other privilege of the Company or its Subsidiaries and (vii)

none of the Company or its Subsidiaries or its Representatives shall be required to amend

this Agreement. Parent shall indemnify and hold harmless the Company, its Subsidiaries and

their respective Representatives from and against any and all losses or damages actually

suffered or incurred by them directly in connection with the arrangement of any such Financing

(other than to the extent (x) related to information provided by the Company, its Subsidiaries

or their respective Representatives or (y) arising from the intentional misrepresentation,

bad faith, willful misconduct, gross negligence or breach of this Agreement by, the Company,

its Subsidiaries or any of their respective Representatives).

(e) Parent

acknowledges and agrees that obtaining of the Financing is not a condition to the consummation

of the Transactions and reaffirms its obligation to consummate the Transactions irrespective

and independently of the availability of the Financing; provided that, solely with

respect to this Section 5.6, the conditions to consummate the Merger set forth in

Section 7.2(b) shall only not be met if the Company is in willful breach of this Section

5.6.

(f) Each

of Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause

to be taken, all actions and to do, or cause to be done, all things necessary, proper or

advisable to arrange, obtain and consummate the Equity Financing in an amount required to

satisfy the applicable portion of the Required Amounts contemplated by the Equity Commitment

Letters on the terms and conditions described in or contemplated by the Equity Commitment

Letters. Each of Parent and Merger Sub will not permit any amendment or modification to be

made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters

that would reasonably be expected to (A) reduce the aggregate amount of the Equity Financing

below the amount required to satisfy the applicable portion of the Required Amounts contemplated

by the Equity Commitment Letters, (B) impose new or additional conditions or otherwise expand,

amend or modify any condition to the receipt of the Equity Financing in a manner that would

reasonably be expected to prevent or delay the Closing or (C) otherwise adversely affect

in any respect the ability of Parent or Merger Sub to timely consummate the transactions

contemplated hereby. Each of Parent and Merger Sub shall use reasonable best efforts to (i)

maintain in full force and effect the Equity Commitment Letters, (ii) satisfy and comply

with on a timely basis all conditions and covenants to the funding or investing of the Equity

Financing required to pay the applicable portion of the Required Amounts contemplated by

the Equity Commitment Letters that are to be satisfied by Parent or Merger Sub, (iii) cause

to be consummated the Equity Financing in an amount required to pay the applicable portion

of the Required Amounts contemplated by the Equity Commitment Letters, and (iv) enforce its

rights under the Equity Commitment Letters to the extent necessary to obtain the Equity Financing

as contemplated by the Equity Commitment Letters. Neither Parent nor Merger Sub shall release

or consent to the termination of the obligations of any Sponsors to provide the Equity Financing

in an amount required to pay the applicable portion of the Required Amounts contemplated

by the Equity Commitment Letters. Parent shall give the Company prompt written notice (i)

of any default or breach (or any event that, with or without notice, lapse of time or both,

would, or would reasonably be expected to, give rise to any default or breach) by any party

under the Equity Commitment Letters of which Parent or Merger Sub becomes aware that would

reasonably be expected to prevent or materially delay the Closing or the funding of the Equity

Financing, (ii) of any termination of an Equity Commitment Letter, (iii) of the receipt by

Parent or Merger Sub of any written notice or other written communication from any Sponsor

with respect to any (A) actual or threatened material default, breach, termination or repudiation

of an Equity Commitment Letter, or any material provision thereof, in each case by any party

thereto, or (B) material dispute or disagreement between or among any parties to an Equity

Commitment Letter that would reasonably be expected to prevent or materially delay the Closing

or the funding of the Equity Financing, and (iv) of the occurrence of an event or development

that would reasonably be expected to prevent or materially delay the Closing of the funding

of the Equity Financing.

Article

ADDITIONAL COVENANTS

6.1 Required

Action and Forbearance; Efforts.

(a) Reasonable

Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement

(including subject to Section 6.2), each of Parent and Merger Sub, on the one hand,

and the Company, on the other hand, shall, and shall cause their respective Subsidiaries

to, use their respective reasonable best efforts (A) to take (or cause to be taken) all actions;

(B) do (or cause to be done) all things; and (C) assist and cooperate with the other Parties

in doing (or causing to be done) all things, in each case as are necessary, proper or advisable

pursuant to applicable Law or otherwise to consummate and make effective, when required pursuant

to Section 2.3, the Merger and the other Transactions, including by using reasonable

best efforts to:

(i) cause

the conditions to the Merger set forth in Article VII to be satisfied;

(ii) obtain

all consents, waivers, approvals, orders and authorizations from Governmental Entities; and

make all registrations, declarations and filings with Governmental Entities, in each case

that are necessary or advisable to consummate the Merger; and

(iii) execute

and deliver any Contracts and other instruments that are reasonably necessary to consummate

the Merger, in each case, to the extent reasonably requested by Parent.

(b) No

Consent Fee. Notwithstanding anything to the contrary set forth in this Section 6.1

or elsewhere in this Agreement, without the prior written consent of Parent, no Company Group

Member will agree to the payment of a consent fee, “profit sharing” payment or

other consideration (including increased or accelerated payments), in connection with the

Merger.

6.2 Conduct

of Business by Parent.

(a) Generally.

Unless the Company otherwise consents in writing, Parent will not, and will cause its Subsidiaries

and controlled Affiliates not to, acquire or agree to acquire by merging or consolidating

with, by purchasing a portion of the assets of or equity in, or by acquiring in any other

manner, any business of any Person or other business organization or division thereof if

the entering into of a definitive agreement relating to, or the consummation of, such transaction

would reasonably be expected to (i) impose any material delay in the obtaining of, or materially

increase the risk of not obtaining, any authorization, consent, order, declaration or approval

of any Governmental Entity necessary to consummate the Merger or the expiration or termination

of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity

entering an Order preventing or materially restraining the consummation of the Merger; (iii)

materially increase the risk of not being able to remove any such Order on appeal or otherwise;

or (iv) materially delay or prevent the consummation of the Merger, in each case, after giving

effect to any actions required pursuant to Section 6.5, in each case, except for any

acquisition that has been publicly disclosed prior to the Agreement Date.

6.3 Divestiture

of UK Subsidiaries. The Company shall have taken commercially reasonable efforts to

consummate the sale, transfer or other disposition of all of the outstanding Equity Securities of each of Marygold & Co. (UK)

Limited, Marygold & Co. Limited f/k/a Tiger Financial, and Step-By-Step Financial Planners Limited (each a “UK

Subsidiary” and collectively, the “UK Subsidiaries”) to one or more Persons that are not Company Group Members,

such that, as of the Closing, (i) neither the Company nor any Company Group Member owns, directly or indirectly, any Equity

Securities or other ownership interest in any UK Subsidiary and (ii) no UK Subsidiary constitutes a Company

Subsidiary.

6.4 Delivery

of Stockholder Consent.

(a) As

promptly as practicable, and in any event within one (1) Business Day following the execution

and delivery of this Agreement, the Company shall use its reasonable best efforts to obtain

and deliver to Parent the Stockholder Consent to irrevocably approve this Agreement in accordance

with NRS 78.320 and NRS 92A.120.

(b) In

connection with the Company’s delivery of the Stockholder Consent, the Company shall

take all actions necessary or advisable to comply in all material respects, and shall comply

in all material respects, with the applicable provisions of the NRS and the Articles and

Current Bylaws.

6.5 Required

SEC Filings.

(a) To

the extent required by applicable Law, and as promptly as reasonably practicable following

the delivery of the Stockholder Consent, the Company shall prepare and file with the SEC

(i) a preliminary written information statement pursuant to Rule 14c-5(a) and Schedule 14C

under the Exchange Act, followed by (ii) a definitive written information statement (collectively,

the “Information Statement”), in each case containing (A) the information

required by Schedule 14C concerning the Stockholder Consent and the Merger, including all

information from Schedule 14A applicable to the Merger, (B) any information required to be

included therein pursuant to the NRS, and (C) if Rule 13e-3 is applicable because of the

participation of Parent, Merger Sub, any Supporting Stockholder, any holder of Rollover Shares

or any other Affiliate or purchaser, the information required by Rule 13e-3 and Schedule

13E-3, including the required Special Factors, fairness-related disclosure and legends, in

each case only to the extent required by applicable Law.

(b) The

Company, Parent and Merger Sub shall cooperate and consult in good faith in the preparation,

filing, review, amendment, supplement and dissemination of the Information Statement and

any Schedule 13E-3 (to the extent required by applicable Law) or other transaction-related

filing; provided, however, that the Company’s obligations under this paragraph

shall be limited to actions required by applicable Law and the reasonable best efforts expressly

set forth in this Section 6.5. Parent and Merger Sub shall, and Parent shall cause

each Supporting Stockholder and holder of Rollover Shares and other Person (other than the

Company or any Company Group Member) that is or may be required to be named as a filing person

or to provide information under Rule 13e-3 or Schedule 13E-3 (each, solely to the extent

required by applicable Law) to, promptly furnish to the Company all information, documents,

certifications and cooperation reasonably requested in connection therewith. Each such Person

shall be solely responsible for the accuracy and completeness of the information supplied

by it or on its behalf. The Company shall have primary responsibility and control over the

preparation, filing, amendment, supplement and dissemination of the Information Statement

and any filing for which the Company is the filing person, and over the preparation and submission

of the Company’s responses to SEC comments, in each case in reasonable consultation

and coordination with Parent and its outside legal counsel. The Company shall provide Parent,

Merger Sub and their outside legal counsel a reasonable opportunity to review and comment

on the Information Statement and any such draft filing prior to dissemination or filing and

shall consider in good faith all timely comments provided by Parent, Merger Sub and their

outside legal counsel and shall not unreasonably reject any such comments; provided,

that the Company shall not be required to accept or incorporate any comment to the extent

the Company determines in good faith, after consultation with its outside legal counsel,

that accepting or incorporating such comment would be inconsistent with applicable Law or

the requirements of the SEC or would violate the fiduciary duties of the Company Board or

the Special Committee. The Company shall not be required to delay any filing, response or

dissemination because any comment, information or other cooperation is untimely or has not

been provided, except to the extent required by applicable Law. The Company shall file the

preliminary Information Statement at least ten (10) calendar days before the definitive Information

Statement is first sent or given to Company Stockholders, and shall file the definitive Information

Statement with the SEC no later than the date it is first sent or given to Company Stockholders,

in each case only to the extent required by applicable Law. Parent, Merger Sub and each such

other Person shall promptly notify the Company of any comments from the SEC or its staff

or any request from the SEC or its staff for calls or meetings relating to any Schedule 13E-3

(solely to the extent required by applicable Law) or other filing for which such Person is

responsible, and shall provide the Company and its outside legal counsel a reasonable opportunity

to participate in any non-ministerial verbal discussions or meetings with the SEC or its

staff. To the extent reasonably practicable and permitted by the SEC, the Company shall provide

Parent and its outside legal counsel a reasonable opportunity to participate in any material

telephone calls, conferences or meetings with the SEC or its staff relating thereto. The

Company shall, subject to applicable privilege or protection, promptly notify Parent and

Merger Sub upon receipt of any such comments or requests relating to a Company filing and

provide copies of non-privileged correspondence with the SEC or its staff. Nothing in this

Section 6.5(b) shall require the Company to disclose any information protected by

the attorney-client privilege, work-product doctrine or any other applicable privilege or

protection, or to waive any such privilege or protection.

Merger Sub and each Supporting Stockholder, holder of Rollover Shares and other purchaser,

Affiliate or filing person (other than the Company or any Company Group Member) that supplies

information for inclusion or incorporation by reference in the Information Statement, any

Schedule 13E-3 (solely to the extent required by applicable Law) or any other filing with

the SEC shall promptly notify the Company if any such information has become or may become

false or misleading and shall promptly furnish corrected information and any other information

reasonably necessary for any required amendment or supplement. Each such Person shall be

solely responsible for the accuracy and completeness of the information supplied by it or

on its behalf. The Company shall not modify, amend, supplement or otherwise revise any information

supplied by or on behalf of Parent, Merger Sub, any Supporting Stockholder, holder of Rollover

Shares or other purchaser, Affiliate or filing person without Parent’s prior written

consent, except to the extent required by applicable Law; provided, that to the extent

reasonably practicable, the Company shall consult with Parent prior to making any such modification,

amendment, supplement or revision required by applicable Law. The Company shall, to the extent

required by applicable Law, prepare, file and disseminate any amendment or supplement to

the Information Statement or any other filing for which the Company is responsible, and any

revised or amended Information Statement or other filing shall be marked to clearly indicate

the changes effected therein in accordance with Rule 14c-5, to the extent required by applicable

Law; provided, however, that the Company shall not be required to delay or make any

amendment or supplement because corrected or additional buyer-side information is not timely

furnished, except to the extent required by applicable Law, and shall not be responsible

for correcting, supplementing or amending any information supplied by or on behalf of Parent,

Merger Sub or any other purchaser, Affiliate or filing person, except to the extent required

by applicable Law. The Company shall be responsible only for the accuracy and completeness

of information supplied by or on behalf of the Company Group, subject to applicable Law.

(d) To

the extent required by applicable Law, the Company shall use reasonable best efforts to cause

the definitive Information Statement and any required Schedule 13E-3 materials for which

the Company is responsible to be mailed, sent or otherwise given in accordance with Rule

14c-2 and, if applicable, Rule 13e-3 to each holder of Company Capital Stock entitled to

vote or give consent with respect to the Merger and from whom proxies are not solicited,

as promptly as reasonably practicable (and in any event no later than two (2) Business Days)

after the preliminary Information Statement has been on file for the period required by Rule

14c-5 and any SEC comments timely received by the Company have been addressed or the Company

has determined in good faith, after consultation with Parent and its outside legal counsel,

that no further response is required, in each case following compliance with the review and

comment procedures set forth in Section 6.5(b), but in no event later than the date

required by applicable Law and, to the extent required by applicable Law, at least twenty

(20) calendar days before the earliest date on which the corporate action may be taken. The

Company shall use reasonable best efforts to comply with applicable requirements concerning

dissemination to beneficial owners, including through brokers, dealers, banks and other nominees,

only to the extent required by applicable Law; provided, however, that the Company shall

not be required to delay mailing, sending or giving any such materials because the SEC has

not provided comments, because Parent, Merger Sub or any other purchaser or filing person

has not timely provided information required to be provided by such Person pursuant to this

Section 6.5, or because any other Person has failed to take an action outside the

Company’s reasonable control, except to the extent required by applicable Law.

(e) Parent,

Merger Sub and each Supporting Stockholder, holder of Rollover Shares and other purchaser,

Affiliate or filing person (in each case, other than the Company or any Company Group Member

and as to itself and its Affiliates and Representatives) shall be solely responsible for

the accuracy and completeness of all information supplied by or on behalf of such Person

expressly for inclusion or incorporation by reference in the Information Statement, any Schedule

13E-3 (solely to the extent required by applicable Law) or any other document filed with

the SEC in connection with the Transactions. Such information shall not, at the time of filing

or at the time of mailing, sending or giving to Company Stockholders, contain any untrue

statement of a material fact or omit any 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; provided, however, that no representation, warranty, covenant

or agreement is made by Parent or Merger Sub with respect to information supplied by or on

behalf of any Company Group Member and no representation, warranty, covenant or agreement

is made by the Company with respect to information supplied by or on behalf of Parent, Merger

Sub or any of their respective Affiliates, in each case for inclusion or incorporation by

reference in the Information Statement or such other document filed with or submitted to

the SEC, as applicable. Each of Parent, Merger Sub and the Company further agrees that all

documents that such party is responsible for filing with the SEC in connection with the Merger

will comply as to form and substance in all material respects with applicable requirements

of the Securities Act, the Exchange Act, Rule 13e-3 (solely to the extent required by applicable

Law), Schedule 13E-3 (solely to the extent required by applicable Law) and other applicable

Laws and that all information supplied by such party for inclusion or incorporation by reference

in such document will not contain an untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not misleading.

(f) Subject

to Section 5.3(d), the Company Board shall make the Company Board Recommendation and

shall include such recommendation in the Information Statement.

6.6 Access.

During

the Interim Period, subject to applicable Law and the Confidentiality Agreement, the Company shall, and shall cause each other Company

Group Member to, afford Parent and its Representatives reasonable access, during normal business hours and upon reasonable advance notice,

to the properties, books and records, Contracts, personnel and other information concerning the business, properties and personnel of

the Company Group as Parent may reasonably request; provided, that such access shall be conducted in a manner that does not unreasonably

interfere with the business or operations of the Company Group. Notwithstanding anything to the contrary in this Agreement, neither the

Company nor any other Company Group Member shall be required to provide access to, or disclose, any information if such access or disclosure

would, in the reasonable judgment of the Company, (i) violate applicable Law or any Order or (ii) result in the loss or waiver of any

attorney-client, work product or other applicable legal privilege or protection; provided further, that, in each such case, the Company

shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the foregoing

restrictions would not apply, including by entering into a customary joint defense or common interest agreement or providing information

in a redacted form, as applicable. Without the prior written consent of the Company, Parent and its Representatives shall not contact

any customer, supplier, vendor, employee or other material business relation of the Company Group regarding the Transactions. All information

obtained pursuant to this Section 6.6 shall be subject to the Confidentiality Agreement. Nothing in this Section 6.6 shall

give Parent, directly or indirectly, the right to control or direct the operations of the Company Group prior to the Effective Time.

For the avoidance of doubt, nothing in this Section 6.6 shall limit or otherwise modify the rights of Parent, Merger Sub or their

respective Representatives, or the obligations of the Company or any Company Group Member, under Section 6.5.

6.7 Section

16(b) Exemption.

During

the Interim Period, the Company shall cause the Company Board, or a committee thereof composed solely of at least two directors who qualify

as “Non-Employee Directors” under Rule 16b-3, to approve in advance each specific disposition of equity securities of the

Company (including any derivative securities) by each director or executive officer of the Company subject to Section 16(a) of the Exchange

Act that is effected in connection with the Merger, in each case to the extent necessary to qualify such disposition for the exemption

provided by Rule 16b-3. Any such approval shall identify the specific transaction or the terms and conditions thereof fixed in advance,

and the Company shall maintain appropriate records of such approval.

6.8 Directors’

and Officers’ Exculpation, Indemnification and Insurance.

(a) For

six (6) years after the Effective Time, the Company and each other Company Group Member shall

honor and fulfill the obligations of the Company and each other Company Group Member under

any and all (i) indemnification agreements set forth on Schedule VI that are in effect immediately

prior to the Effective Time between the Company or any other Company Group Member, on the

one hand, and any Pre-Closing Board Member or any current or former officer of the Company

or any other Company Group Member (each, together with each Pre-Closing Board Member, a “Covered

Person”), on the other hand, and (ii) provisions in the articles of incorporation

and bylaws or comparable governing documents of the Company or any other Company Group Member

providing for indemnification, exculpation, contribution, expense reimbursement or advancement

of expenses to any Covered Person, in each case, as in effect immediately prior to the Effective

Time (collectively, the “Existing Indemnification Arrangements”), in each

case to the same individuals, subject to the same terms and to the same extent set forth

in the Existing Indemnification Arrangements. For six (6) years after the Effective Time,

the Company shall, and shall cause each other Company Group Member to, maintain its articles

of incorporation and bylaws or comparable governing documents with provisions no less favorable

in the aggregate with respect to exculpation, indemnification of and advancement of expenses

to Covered Persons for periods at or prior to the Effective Time than are currently set forth

in the articles of incorporation and the Current Bylaws and the equivalent governing documents

of its Subsidiaries, as applicable. The rights and obligations under this Section 6.8(a)

are in addition to, and not in lieu of, any other rights to indemnification, exculpation,

contribution, expense reimbursement or advancement of expenses to which any Covered Person

may be entitled, whether pursuant to the Existing Indemnification Arrangements, applicable

Law, the directors’ and officers’ liability insurance contemplated by Section

6.8(b) or otherwise. Each Covered Person is an intended third-party beneficiary of this

Section 6.8(a) and shall be entitled to enforce the provisions hereof and thereof

in accordance with their terms.

(b) At

or prior to the Effective Time, the Company shall purchase irrevocable tail insurance providing

coverage to each individual who served as (x) a member of the Company Board at any time prior

to the Effective Time (each, a “Pre-Closing Board Member” and, collectively,

the “Pre-Closing Board”) and (y) an officer of the Company, in each case,

at any time prior to the Effective Time, with respect to claims arising out of acts or omissions

related to the Company that occurred or are alleged to have occurred on or prior to the Effective

Time with a coverage period of at least six years from the Effective Time in an amount and

scope of coverage that are no less favorable in the aggregate than those of the Company’s

existing directors’ and officers’ liability and errors and omissions insurance

policies in effect immediately prior to the Effective Time (such irrevocable tail insurance,

the “Tail Policy”). The fees, costs and expenses associated with obtaining

the Tail Policy (including the premium) shall be paid by the Company.

6.9 Obligations

of Merger Sub.

Parent

will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to

this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger

Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants,

agreements and obligations pursuant to this Agreement.

6.10 Public

Statements and Disclosure.

(a) The

initial press release with respect to the execution of this Agreement shall be a joint press

release in a form reasonably agreed to by the Parties and issued promptly following the execution

and delivery of this Agreement. During the Interim Period, no other press release or public

announcement related to this Agreement or the Transactions shall be issued or made by any

Party (and each such Party shall cause such Party’s Affiliates and Representatives

not to issue any such press release or public announcement) without the approval of the other

Parties, unless required by Law or the regulations or policies of any securities exchange

or other similar regulatory body (in each case, in the reasonable opinion of counsel); provided,

however, that except as otherwise contemplated by Section 5.5, no approval

of Parent or Merger Sub shall be required for any filing, amendment, supplement, press release,

public announcement or other communication by the Company or any Company Group Member that

is required by applicable Law or the regulations, rules or policies of the SEC or the Stock

Exchange, including any filing or dissemination required under Rule 14c-2, Rule 14c-5, Rule

13e-3 or Schedule 14C or Schedule 13E-3; provided, further, that, to the extent

permitted by applicable Law, the Company shall give Parent reasonable advance notice of,

and a reasonable opportunity to review and comment on, any such filing, amendment, supplement,

press release, public announcement or other communication prior to the filing, dissemination

or issuance thereof, and the Company shall consider in good faith any timely comments provided

by Parent; provided, further, that the Company may make any such filing, amendment,

supplement, press release, public announcement or other communication without complying with

the foregoing review and comment procedures to the extent necessary to comply with applicable

Law or to meet any applicable filing or dissemination deadline.

(b) Notwithstanding

Section 6.10(a):

(i) the

Company will not be obligated to obtain the approval of, or provide an opportunity for review

and comment by, Parent as contemplated by Section 6.10(a) with respect to communications

principally directed to its employees, suppliers, customers, partners or vendors so long

as such communications are consistent with prior communications previously agreed to by Parent

and the Company and do not add additional material information not included in such previous

communication; and

(ii) Parent

will not be obligated to obtain the approval of, or provide an opportunity for review and

comment by, the Company as contemplated by Section 6.10(a) with respect to communications

and filings (including with respect to listing or securities exchange obligations or practices)

that are principally directed to its employees, principals and existing or prospective general

or limited partners, equity holders, members and investors of Parent or its Affiliates, in

each case, so long as such disclosure does not involve any material non-public information

regarding the Company and such Persons are subject to customary confidentiality restrictions.

restrictions set forth in this Section 6.10 shall not apply to any press release,

announcement or public statement made or proposed to be made by Parent or the Company with

respect to an Acquisition Proposal, a Superior Proposal, a Company Board Recommendation Change

or an Intervening Event or any action taken pursuant thereto, in each case, that does not

violate, and made in accordance with Section 5.3 (or made or proposed to be made by

Parent in response thereto) or in connection with any dispute between the parties regarding

this Agreement or the Transactions.

6.11 Transaction

Litigation.

all times during the Interim Period, the Company will provide Parent with prompt written notice of all Transaction Litigation (including

by providing copies of all documents and pleadings with respect thereto) and keep Parent reasonably informed with respect to the status

thereof. The Company will (a) give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement or prosecution

of any Transaction Litigation; and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction

Litigation. The Company may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an

arrangement regarding, any Transaction Litigation unless Parent has consented thereto in writing (which consent shall not be unreasonably

withheld, delayed or conditioned). For purposes of this Section 6.11, “participate” means that Parent will be kept

apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent

that the attorney-client, work product, or any other privilege, doctrine or protection between the Company and its counsel is not undermined),

and Parent will be provided an opportunity to review, and the Company will provide Parent with an opportunity to review, and Parent may

offer comments or suggestions with respect to all filings or written responses to be made by the Company with respect to such Transaction

Litigation (and the Company shall give good-faith consideration to any such comments or suggestions) but will not be afforded any decision-making

power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

6.12 Stock

Exchange Delisting; Deregistration.

The

Company and the Company Board will use their reasonable best efforts to maintain, and neither the Company nor the Company Board will

cause or permit the interruption or termination of, the listing of the Shares on the Stock Exchange prior to the Effective Time. Prior

to the Effective Time, the Company will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all

actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable Law and

the rules and regulations of the Stock Exchange to cause (a) the delisting of the Company Common Stock from the Stock Exchange as promptly

as practicable after the Effective Time, and (b) the deregistration of the Company Common Stock pursuant to the Exchange Act as promptly

as practicable after such delisting.

6.13 Additional

Agreements.

at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest

the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Company

or Merger Sub, then the proper officers and directors of each Party will use their reasonable best efforts to take such action.

6.14 Parent

Vote.

Immediately

following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and

deliver to Merger Sub and the Company a written consent approving this Agreement in accordance with the NRS.

6.15 No

Control of the Other Party’s Business.

The

Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the

one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the

other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent

with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

6.16 Anti-Takeover

Laws.

Each

of Parent and the Company and the Company Board (and any committee empowered to take such action, including the Special Committee) will

(a) take all actions within their power to ensure that no Takeover Statute is or becomes applicable to this Agreement or the Transactions;

and (b) if any Takeover Statute becomes applicable to this Agreement, or the Transactions, take all action within their power to ensure

that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the

effect of such statute or regulation on the Merger.

6.17 No

Employment Discussions.

Except

as approved by the Special Committee, at all times after the Agreement Date until the Stockholder Consent has been delivered, Parent

and Merger Sub will not, and will not permit any of their Subsidiaries or controlled Affiliates to authorize, make or enter into, or

commit or agree to enter into, any formal or informal arrangements, agreements or other understandings with any executive officer of

the Company (i) regarding any continuing employment or consulting relationship with the Surviving Corporation from and after the Effective

Time; (ii) pursuant to which any such individual would be entitled to receive consideration of a different amount or nature than the

Per Share Price in respect of such holder’s shares of Company Common Stock; or (iii) pursuant to which such individual would agree

to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

6.18 Section

15(f) Board Composition.

(a) Promptly

after the Effective Time, Parent shall cause USCF Advisers to use its reasonable best efforts

to cause the board of trustees of USCF ETF Trust to satisfy the condition set forth in Section

15(f)(1)(A) of the Investment Company Act that at least seventy-five percent (75%) of the

members of such board are not “Interested Persons,” as defined in Section 2(a)(19)

of the Investment Company Act, for the three (3)-year period following the Closing in accordance

with applicable Law and the governing documents of USCF ETF Trust.

(b) For

a period of not less than two (2) years following the Closing, Parent shall, and shall cause

USCF Advisers to, conduct their respective businesses so as to ensure that no “unfair

burden,” within the meaning of Section 15(f)(2)(B) of the Investment Company Act, is

imposed on any Approval Fund as a result of the Transaction or any express or implied terms,

conditions or understandings applicable thereto. If, during such two (2)-year period, Parent

ceases to directly or indirectly control USCF Advisers, Parent shall, as a condition to the

consummation of the transaction pursuant to which Parent ceases to control USCF Advisers,

cause the Person that acquires control of USCF Advisers to assume in writing Parent’s

obligations under this Section 6.18(b) for the remainder of such two (2)-year period.

6.19 Transfer

Restrictions.

The

Company agrees, with respect to each Supporting Stockholder, that if any such Supporting Stockholder attempts to Transfer (as defined

in the Voting and Support Agreements), vote or provide any other person with the authority to vote any shares of the capital stock of

the Company owned by such Supporting Stockholder other than in compliance with the Voting and Support Agreements, the Company shall not,

to the extent a holder of record, (a) permit any such Transfer on the Company’s books and records, (b) issue a new certificate

representing any of the shares of such capital stock or permit any book entries for any such Transfer with respect to any such shares

of such capital stock that are in uncertificated form or (c) record such vote.

6.20 Termination

of Voting Agreement.

That

certain Voting Agreement, dated as of January 27, 2015, by and between The Nicholas and Melinda Gerber Living Trust and The Schoenberger

Family Trust, shall have been terminated in its entirety and shall be of no further force or effect prior to the Closing, and the Company

shall deliver to Parent evidence of such termination in form and substance reasonably satisfactory to Parent.

6.21 MGUS

Liabilities.

Prior

to the Closing, the Company shall, and shall use commercially reasonable efforts to cause MGUS to use commercially reasonable efforts

(a) fully pay, satisfy, settle, discharge or otherwise resolve all Liabilities of MGUS, including all Liabilities arising out of or relating

to outstanding invoices from current or former vendors, in each case on terms reasonably satisfactory to Parent, or (b) with respect

to any such Liabilities that have not been so paid, settled, discharged or otherwise resolved prior to the Closing, retain cash or cash

equivalents in an amount reasonably sufficient to satisfy such Liabilities; provided, that neither the Company nor MGUS shall

compromise, settle or otherwise resolve any such Liability prior to the Closing without the prior written consent of Parent (which consent

shall not be unreasonably withheld, conditioned or delayed).

6.22 Bylaws

Prior

to the Effective Time, the Company shall take all actions necessary or appropriate to cause the Amended and Restated Bylaws to be duly

adopted and approved, effective as of the Effective Time. The Company shall not amend, modify, supplement or waive any provision of the

Current Bylaws prior to the Effective Time without the prior written consent of Parent.

Article

VII

CONDITIONS TO THE MERGER

7.1 Conditions

to Each Party’s Obligations to Effect the Merger.

The

respective obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction or waiver (where

permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions:

(a) Requisite

Stockholder Approval. The Requisite Stockholder Approval shall have been obtained.

(b) No

Prohibitive Laws or Orders. No Order is in effect and restrains, enjoins or otherwise

prohibits the consummation and effectiveness of the Transactions, including the Merger.

Statement. At least twenty (20) calendar days shall have elapsed from the date the definitive

Information Statement (including any information statement or disclosure required to be included

pursuant to Schedule 13E-3, if applicable) was first mailed, sent or given to each holder

of Company Capital Stock entitled to vote or give consent with respect to the Merger and

from whom proxies are not solicited, and such Information Statement and any applicable Schedule

13E-3 materials shall have been disseminated in accordance with Rule 14c-2 before the earliest

date on which the corporate action may be taken.

(d) Fund

Regulatory Approvals and Interim Arrangements. With respect to each Approval Fund, the

Fund Board Approvals and Fund Shareholder Approvals shall have been obtained or entered into,

as applicable; provided that no approval or consent relating to USCF Daily Target

2X Copper Index ETF (ticker symbol CPXR) or its Cayman subsidiary shall be required as a

condition to Closing.

(e) Governmental

Filings and Authorizations. The Parties shall have made or obtained, as applicable, all

Filings and Authorizations set forth on Schedule V required to be made with or obtained

from any Governmental Entity in connection with the execution, delivery and performance of

this Agreement or the consummation of the Transactions (including the Merger) and each such

Authorization shall be in full force and effect as of the Closing.

7.2 Conditions

to the Obligations of Parent and Merger Sub to Effect the Merger.

The

obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant

to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:

(a) Representations

and Warranties. (i) The Fundamental Representations shall be true and correct (in all

but de minimis respects) as of the Closing Date as though made on and as of the Closing

Date (except to the extent that any such representation and warranty expressly speaks as

of an earlier date, in which case such representation and warranty shall be true and correct

(in all but de minimis respects) as of such earlier date), (ii) the representations

and warranties of the Company set forth in Section 3.12 shall be true and correct

in all material respects as of the Closing Date as though made on and as of the Closing Date

(except to the extent that any such representation and warranty expressly speaks as of an

earlier date, in which case such representation and warranty shall be true and correct in

all material respects as of such earlier date), (iii) all other representations and warranties

of the Company set forth in Article III shall be true and correct as of the Closing

Date, or in the case of representations and warranties that are made as of a specified date,

such representations and warranties shall be true and correct as of such specified date,

in each case with respect to clause (iii), except where the failure to be so true

and correct (without giving effect to any limitation or qualification as to “materiality”

(including the word “material”) or “Company Material Adverse Effect”

set forth therein) would not, individually or in the aggregate, reasonably be expected to

have a Company Material Adverse Effect; and (iv) the representations and warranties of each

Supporting Stockholder set forth in Section 2 of the applicable Voting and Support Agreement

shall be true and correct in all respects as of the Closing Date as though made on and as

of the Closing Date (except to the extent that any such representation or warranty expressly

speaks as of an earlier date, in which case such representation or warranty shall be true

and correct in all respects as of such earlier date).

(b) Performance

of Obligations of the Company. Each of the Supporting Stockholders and the Company shall

have performed and complied in all material respects with all obligations and covenants required

by this Agreement to be performed or complied with by the Supporting Stockholders or the

Company on or prior to the Closing Date.

Material Adverse Effect. During the Interim Period, no event shall have occurred that

has had, or would reasonably be expected to have, a Company Material Adverse Effect.

(d) Terminated

Fund Board Approval. The Company shall have obtained, or caused to be obtained, the Termination

Board Approvals with respect to each Terminated Fund, and each such Termination Board Approval

shall remain in full force and effect as of the Closing, and the Company shall have delivered

to Parent copies of each such Termination Board Approval.

(e) FIRPTA

Certificate. The Company shall have delivered to Parent a certificate, in form and substance

reasonably satisfactory to Parent, and duly executed and acknowledged by the Company, satisfying

the requirements of U.S. Treasury Regulation Section 1.1445-2(c)(3), and accompanying IRS

notice pursuant to U.S. Treasury Regulation Section 1.897-1(h).

(f) FCA

Approval. To the extent that the UK Subsidiaries are not sold, transferred or otherwise

divested prior to the Closing, Parent and each other person who would, on Closing, as a result

of the Merger acquire control (within the meaning of section 181 of FSMA) of each UK Subsidiary,

shall have obtained written notification from the FCA that (i) the FCA has approved the Merger

pursuant to section 189(4)(a) or section 189(7) of FSMA or (ii) in absence of such notice,

the FCA being treated as having approved the Merger pursuant to section 189(6) of FSMA (the

“FCA Approval”), and, in each case, all such approvals, consents and non-objections

shall remain in full force and effect as of the Closing.

(g) Officer’s

Certificate. Parent and Merger Sub will have received a certificate of the Company, dated

as of the Closing Date and duly executed for and on behalf of the Company, certifying that

the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c)

have been satisfied.

(h) No

Dissenter’s Rights. No holder of Company Capital Stock will be entitled to assert

dissenter’s rights or any other rights of appraisal, pursuant to the NRS or otherwise,

in connection with this Agreement or the Transactions, including the Merger.

(i) Required

Consents. The Company shall have obtained all consents, waivers, approvals and authorizations

of any Person (other than a Governmental Entity or the consents required pursuant to Section

7.1(d)) set forth on Schedule IV that are required in connection with the execution,

delivery or performance of this Agreement or the consummation of the Transactions (including

the Merger), and each such consent, waiver, approval and authorization shall be in full force

and effect as of the Closing.

7.3 Conditions

to the Company’s Obligations to Effect the Merger.

The

obligation of the Company to consummate the Transactions, including the Merger, is also subject to the satisfaction or waiver by the

Company at or prior to the Effective Time of the following conditions:

(a) Representations

and Warranties. The representations and warranties of Parent and Merger Sub contained

in Article IV shall be true and correct as of the Closing Date, or in the case of

representations and warranties that are made as of a specified date, such representations

and warranties shall be true and correct as of such specified date, in each case, except

where the failure to be so true and correct would prevent or materially impair or delay the

consummation of the Merger or the ability of Parent and Merger Sub to perform their respective

covenants and obligations pursuant to this Agreement.

(b) Performance

of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed

and complied in all material respects with all obligations and covenants required by this

Agreement to be performed or complied with by it on or prior to the Closing Date.

Certificate. The Company will have received a certificate of Parent and Merger Sub, dated

as of the Closing Date and duly executed for and on behalf of Parent and Merger Sub, certifying

that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been

satisfied.

Article

VIII

TERMINATION, AMENDMENT AND WAIVER

8.1 Termination.

This

Agreement may be validly terminated, and the Transactions may be abandoned, at any time prior to the Effective Time only as follows (it

being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis):

(a) by

mutual written consent of Parent and the Company;

(b) by

either Parent or the Company, at any time prior to the Effective Time (whether prior to or

after the delivery of the Stockholder Consent), if (i) any Governmental Entity of competent

jurisdiction shall have issued or entered any Order that has the effect of permanently restraining,

enjoining, making illegal or otherwise prohibiting the consummation of the Merger, and such

Order shall have become final and non-appealable or (ii) any Law has been enacted, entered,

enforced or deemed applicable to the Merger that restrains, enjoins, makes illegal or otherwise

prohibits the consummation of the Merger; provided that the right to terminate this Agreement

pursuant to this Section 8.1(b) will not be available to any Party whose action or

failure to act (which action or failure to act constitutes a breach by such Party of this

Agreement and it being understood that a breach of this Agreement by Merger Sub shall be

deemed to be a breach by Parent for all purposes of this Agreement) has been the primary

cause of such Order;

either Parent or the Company, at any time prior to the Effective Time, by giving written

notice of such termination to the Company or Parent, as applicable, if the Closing shall

not have occurred on or prior to June 7, 2027 (the “Termination Date”);

provided, that if all of the conditions to consummate the Merger in Article VII have

been satisfied or waived as of the initial Termination Date (other than those conditions

which by their nature can only be satisfied at the Closing, each of which is capable of being

satisfied at the Closing) other than the condition set forth in Section 7.1(d), then

the Termination Date shall be automatically extended for three (3) months (and such date

as so extended shall constitute the Termination Date); provided, further, that

(i) the right to terminate this Agreement pursuant to this Section 8.1(c) shall not

be available to any Party whose failure to fulfill any of its obligations under this Agreement

has been a material cause of, or resulted in, the Closing not having occurred on or prior

to the Termination Date and (ii) if the Company initiates a Legal Proceeding pursuant to

Section 9.8(b), then the Termination Date shall be automatically extended until the

final conclusion of that Legal Proceeding;

(d) by

Parent, at any time prior to the Effective Time, by giving written notice of such termination

to the Company, if there has been a material breach of a representation, warranty, covenant

or agreement made by the Company in this Agreement, or any such representation or warranty

shall have become untrue after the Agreement Date, in each case such that the closing conditions

set forth in Sections 7.1 or 7.2 would not be satisfied and such breach or

condition is not curable or, if curable, is not cured within the earlier of (i) twenty (20)

days after written notice thereof is given by Parent to the Company and (ii) the Termination

Date;

(e) by

Parent, if at any time the Company Board or the Special Committee has effected a Company

Board Recommendation Change;

(f) by

Parent if the duly executed Stockholder Consent is not received by the Company within one

Business Day following the execution and delivery of this Agreement by Parent and Merger

Sub; or

(g) by

the Company, at any time prior to the Effective Time, by giving written notice of such termination

to Parent, if there has been a material breach of any representation, warranty, covenant

or agreement made by Parent or Merger Sub in this Agreement, or any such representation or

warranty shall have become untrue after the Agreement Date, in each case, such that the closing

conditions set forth in Sections 7.1 or 7.3 would not be satisfied and such

breach or condition is not curable or, if curable, is not cured within the earlier of (i)

twenty (20) days after written notice thereof is given by the Company to Parent and (ii)

the Termination Date.

8.2 Manner

and Notice of Termination; Effect of Termination.

(a) Manner

of Termination. The Party terminating this Agreement pursuant to Section 8.1 (other

than pursuant to Section 8.1(a)) must deliver written notice thereof to the other

Parties setting forth in reasonable detail the provision of Section 8.1 pursuant to

which this Agreement is being terminated.

(b) Effect

of Termination. Any valid termination of this Agreement pursuant to Section 8.1

will be effective immediately upon the mutual written agreement of Parent and the Company

or the delivery of written notice by the terminating Party to the other Parties, as applicable.

In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement

will be of no further force or effect without liability of any Party (or any partner, member,

manager, stockholder, director, officer, employee, Affiliate, agent or other Representative

of such Party (including, with respect to Parent and Merger Sub, any Parent Related Party))

to the other Parties, as applicable, except that Section 6.12, this Section 8.2,

Section 8.3 and Article IX (other than Section 9.8(b)) will each survive

the termination of this Agreement in accordance with their respective terms. Notwithstanding

the previous sentence nothing in this Agreement will relieve the Company, Parent or Merger

Sub from any liability for any fraud or Willful Breach of this Agreement prior to the termination

of this Agreement. In addition to the foregoing, no termination of this Agreement will affect

the rights or obligations of any Party pursuant to the Confidentiality Agreement, which rights,

obligations and agreements will survive the termination of this Agreement in accordance with

their respective terms.

8.3 Fees

and Expenses.

(a) General.

Except as set forth in this Section 8.3, all fees and expenses incurred in connection

with this Agreement and the Transactions (including the Merger) shall be paid by the Party

incurring such fees and expenses whether or not the Merger is consummated. The Surviving

Corporation will be responsible for all fees and expenses of the Payment Agent. Notwithstanding

anything to the contrary, if the Closing occurs, the Surviving Corporation shall pay all

fees and expenses incurred by Parent in connection with this Agreement and the Transactions

(including the Merger) prior to the Closing.

(b) Company

Termination Fee. If this Agreement is validly terminated pursuant to Section 8.1(e)

(Company Board Recommendation Change), then the Company must promptly (and in any

event within three (3) Business Days) following such termination pay to Parent an amount

equal to $ 2,585,746.11 (the “Company Termination Fee”), in accordance

with the payment instructions which have been provided to the Company by Parent as of the

Agreement Date, or as further updated by written notice by Parent from time to time.

Payment Only. The Parties acknowledge and agree that in no event will the Company be

required to pay the Company Termination Fee on more than one occasion, whether or not the

Company Termination Fee may be payable pursuant to more than one provision of this Agreement

at the same or at different times and upon the occurrence of different events.

(d) Enforcement

Expenses. If the Company fails to pay the Company Termination Fee when due and, in order

to obtain such payment, Parent takes action to enforce such obligation, the Company shall

reimburse Parent for its costs and expenses (including reasonable attorneys’ fees and

expenses) incurred in connection with such enforcement actions (collectively, “Enforcement

Expenses”).

(e) Integral.

The Parties acknowledge that the agreements contained in this Section 8.3 are an integral

part of the Merger, and that, without these agreements, the Parties would not enter into

this Agreement.

(f) Sole

and Exclusive Remedy.

(i) If

this Agreement is validly terminated pursuant to Section 8.1 in a situation in which

the Company Termination Fee is payable pursuant to Section 8.3(b) and paid, Parent’s

receipt of the Company Termination Fee (and any Enforcement Expenses) will be the sole and

exclusive remedies of (A) Parent, Merger Sub or the Sponsors and (B) the former, current

and future holders of any equity, controlling persons, directors, officers, employees, agents,

attorneys, Affiliates (other than Parent, Merger Sub or the Sponsors), members, managers,

general or limited partners, stockholders and assignees of each of Parent, Merger Sub and

the Sponsors (the Persons in clauses (A) and (B) collectively, the “Parent Related

Parties”) against (x) the Company and its Affiliates and (y) the former, current

and future holders of any equity, controlling persons, directors, officers, employees, agents,

attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees

of each of the Company and its Affiliates (the Persons in clauses (x) and (y) collectively,

the “Company Related Parties”) in respect of this Agreement (except as

otherwise expressly contemplated by this Section 8.3(f)(i)), the Transactions, the

termination of this Agreement, the failure to consummate the Merger or any claims or actions

under applicable Law arising out of any such breach, termination or failure (except as otherwise

expressly contemplated by this Section 8.3(f)(i)). Following the valid termination

of this Agreement pursuant to Section 8.1, including upon payment of the Company Termination

Fee (and any Enforcement Expenses) in a situation in which the Company Termination Fee is

payable and is paid, none of the Company Related Parties will have any further liability

or obligation to any of the Parent Related Parties or any other Person relating to or arising

out of this Agreement, or the Transactions, the termination of this Agreement, the failure

to consummate the Merger or any claims or actions under applicable Law arising out of any

such breach, termination or failure. Notwithstanding the foregoing, this Section 8.3(f)(i)

will not relieve the Company from any liability for any fraud or Willful Breach of this Agreement.

If this Agreement is validly terminated pursuant to Section 8.1 in a situation in

which the Company Termination Fee is not payable, the Company’s liability shall be

limited to liability arising from any fraud or Willful Breach of this Agreement.

(ii) Each

of the Parties acknowledges that the Company Termination Fee does not constitute a penalty,

but rather shall constitute liquidated damages in a reasonable amount that will compensate

Parent for the disposition of its rights under this Agreement in the circumstances in which

such amounts are due and payable, which amounts would otherwise be impossible to calculate

with precision.

(g) Acknowledgement

Regarding Specific Performance. Notwithstanding anything to the contrary in Section

8.3(f) or the availability of monetary damages, it is agreed that Parent, Merger Sub

and the Company will be entitled to an injunction, specific performance or other equitable

relief as provided in Section 9.8(b), except that, although Parent, Merger Sub and

the Company, in their respective sole discretion, may determine their choice of remedies

hereunder, including by pursuing specific performance in accordance with, but subject to

the limitations of, Section 9.8(b), under no circumstances (and notwithstanding anything

to the contrary herein) will Parent, Merger Sub or the Company be permitted or entitled to

receive both specific performance that results in the occurrence of the Closing and any monetary

damages, including, with respect to Parent, the Company Termination Fee.

8.4 Amendment.

Subject

to applicable Law and subject to the other provisions of this Agreement, this Agreement may be amended by the Parties at any time by

execution of an instrument in writing signed on behalf of each of the Parties, except that in the event that the Company has received

the Requisite Stockholder Approval, no amendment may be made to this Agreement that requires the approval of the Company Stockholders

pursuant to the NRS without such approval.

8.5 Extension;

Waiver.

any time and from time to time prior to the Effective Time, any Party may, to the extent legally allowed and except as otherwise set

forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, as applicable; (b)

waive any inaccuracies in the representations and warranties made to such Party contained herein or in any document delivered pursuant

hereto; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit

of such Party contained herein. Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth

in an instrument in writing signed by such Party. Any delay in exercising any right pursuant to this Agreement will not constitute a

waiver of such right.

Article

GENERAL PROVISIONS

9.1 Survival

of Representations, Warranties and Covenants.

Other

than as set forth in the Voting and Support Agreements (and in such case, solely in respect of the obligations of the Supporting Stockholders),

the representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the

Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance

with their respective terms.

9.2 Notices.

All

notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i)

four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one (1) Business

Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (iii) immediately

upon delivery by hand or by email transmission, in each case to the intended recipient as set forth below:

(a) if

to Parent or Merger Sub to:

Flower

AcquireCo, LLC

c/o

Lloyd Harbor Capital Management

Main Street

Cold

Spring Harbor, NY 11724

Attention:

Tim Rotolo

Email:

tjr@lloydharborcapital.com

with

a copy (which will not constitute notice) to:

Morgan,

Lewis & Bockius LLP

2222

Market Street

Philadelphia,

PA 19103

Attention:

Richard B. Aldridge; Avryl Klich

Email:

richard.aldridge@morganlewis.com; avryl.klich@morganlewis.com

and

Paul,

Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Adam M. Givertz

Email: agivertz@paulweiss.com

(b) if

to the Company (prior to the Effective Time) to:

The

Marygold Companies, Inc.

120

Calle Iglesia, Unit B

San

Clemente, CA 92672

Attention:

David Neibert, Chief Operations Officer

Email:

dneibert@themarygoldcompanies.com

with

a copy (which will not constitute notice) to:

Holland

& Hart LLP

9555

Hillwood Drive, 2nd Floor

Las

Vegas, Nevada 89134

Attention:

Gian Brown

Email:

gabrown@hollandhart.com

Any

notice received at the addressee’s location, or by email at the addressee’s email address, on any Business Day after 5:00

p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s

local time, on the next Business Day. From time to time, any Party may provide notice to the other Parties of a change in its address

or email address through a notice given in accordance with this Section 9.2, except that notice of any change to the address,

email address or any of the other details specified in or pursuant to this Section 9.2 will not be deemed to have been received

until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is five (5) Business

Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.2.

9.3 Assignment.

Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of

the other Parties, except that Parent and Merger Sub will have the right to assign all or any portion of their respective rights and

obligations pursuant to this Agreement (a) to any of their respective Affiliates; or (b) to any debt financing source of Parent or Merger

Sub for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such debt financing, it being

understood that, in each case, such assignment will not relieve Parent or Merger Sub of any of its obligations hereunder.

9.4 Confidentiality.

Parent,

Merger Sub and the Company hereby acknowledge and agree that the Confidentiality Agreement will continue in full force and effect in

accordance with its terms. Each of Parent, Merger Sub and their respective Representatives will hold and treat all documents and information

concerning the Company Group Members furnished or made available to Parent, Merger Sub or their respective Representatives in connection

with the Merger in accordance with the Confidentiality Agreement. By executing this Agreement, each of Parent and Merger Sub agree to

be bound by, and to cause their Representatives to be bound by, the terms and conditions of the Confidentiality Agreement as if they

were parties thereto.

9.5 Entire

Agreement.

This

Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including

the Confidentiality Agreement, the Disclosure Schedule and the Equity Commitment Letters, constitute the entire agreement among the Parties

with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties

and all common law duties with respect to the subject matter hereof; provided that, the Parties acknowledge and agree that the

Disclosure Schedule are “facts ascertainable” as that term is used in NRS 92A.200(2) and does not form part of this Agreement

but instead operate upon the terms of this Agreement as provided herein. Notwithstanding anything to the contrary in this Agreement,

the Confidentiality Agreement will (a) not be superseded; (b) survive any termination of this Agreement; and (c) continue in full force

and effect until the earlier to occur of the Effective Time and the date on which the Confidentiality Agreement expires in accordance

with its terms or is validly terminated by the parties thereto.

9.6 Third-Party

Beneficiaries.

Except

as set forth in Section 6.8(a), Section 9.16 and Section 9.17, the Parties agree that their respective representations,

warranties and covenants set forth in this Agreement are solely for the benefit of the other Parties in accordance with and subject to

the terms of this Agreement. This Agreement is not intended to, and will not, confer upon any other Person any rights or remedies hereunder,

except (a) as set forth in or contemplated by Section 6.8(a), Section 9.16 and Section 9.17 and (b) from and after

the Effective Time, the rights of the holders of shares of Company Capital Stock to receive the consideration payable in respect of such

shares pursuant to Article II. Section 8.3(f) will inure to the benefit of the Parent Related Parties and the Company Related

Parties.

9.7 Severability.

the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction

to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such

provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties. The Parties further

agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to

the extent possible, the economic, business and other purposes of such void or unenforceable provision.

9.8 Remedies.

(a) Remedies

Cumulative. Except as otherwise provided herein, including Article IX, and subject

to the terms and conditions set forth herein, any and all remedies herein expressly conferred

upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred

hereby or by Law or equity upon such Party, and the exercise by a Party of any one remedy

will not preclude the exercise of any other remedy.

(b) Specific

Performance.

(i) The

Parties agree that irreparable damage for which monetary damages, even if available, would

not be an adequate remedy would occur in the event that the Parties do not timely perform

the provisions of this Agreement (including any Party failing to take such actions as are

required of it hereunder in order to consummate this Agreement) in accordance with its specified

terms or otherwise breach such provisions. The Parties acknowledge and agree that, subject

to Section 9.16 and Section 8.3(g), (A) the Parties will be entitled to an

injunction, specific performance and other equitable relief to prevent breaches (or threatened

breaches) of this Agreement and to enforce specifically the terms and provisions hereof and

(B) the right of specific enforcement is an integral part of the Merger and without that

right, neither the Company nor Parent would have entered into this Agreement.

(ii) Subject

to Section 9.8(b)(i) and subject to Section 8.3(g), the Parties agree not to

raise any objections to (A) the granting of an injunction, specific performance or other

equitable relief to prevent or restrain breaches or threatened breaches of this Agreement

by the Company, on the one hand, or Parent and Merger Sub, on the other hand; and (B)

the specific performance of the terms and provisions of this Agreement to prevent breaches

or threatened breaches of, or to enforce compliance with, the covenants, obligations and

agreements of Parent and Merger Sub pursuant to this Agreement. Any Party seeking an injunction

or injunctions to prevent breaches of this Agreement and to enforce specifically the terms

and provisions of this Agreement will not be required to provide any bond or other security

in connection with such injunction or enforcement, and each Party irrevocably waives any

right that it may have to require the obtaining, furnishing or posting of any such bond or

other security.

(iii) Notwithstanding

anything in this Agreement to the contrary, the Company shall be entitled to specific performance

to cause Parent and Merger Sub to consummate the Transactions, including to cause the Equity

Financing to be funded (including to cause Parent to enforce the obligations of any Sponsor

under the Equity Commitment Letters in order to cause the Equity Financing to be timely completed

in accordance with and subject to the terms and conditions st forth in the Equity Commitment

Letters) and effect the Closing in accordance with the terms and subject to the conditions

in this Agreement, only in the event that (and only if and for so long as), (A) all conditions

in Section 7.1 and Section 7.2 have been satisfied or waived (other than those

conditions that by their nature are to be satisfied at Closing, each of which is capable

of being satisfied assuming a Closing would occur), (B) the Company has given irrevocable

written notice to Parent that (I) all conditions in Section 7.1 and Section 7.2

have been satisfied or waived (other than those conditions that by their nature are to be

satisfied at Closing, each of which is capable of being satisfied assuming Closing would

occur), (II) the Company is ready, willing and able on such date and at all times during

the three (3) Business Days immediately thereafter to consummate the Closing if Parent performs

its obligations under this Agreement (excepting any condition that would not be capable of

being satisfied due to Parent’s actions or omissions, including failure to obtain adequate

proceeds to effect the Closing) and (III) if specific performance is granted and the Equity

Financing is funded, the Closing will occur pursuant to this Agreement, and (C) Parent fails

to consummate the Closing within three (3) Business Days following the delivery of the Company’s

notice pursuant to the foregoing clause (B).

9.9 Governing

Law.

This

Agreement, the documents, instruments and certificates contemplated or delivered hereunder, and all claims or causes of action (whether

in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the documents, instruments and certificates

contemplated or delivered hereunder, or the negotiation, execution or performance of this Agreement, the documents, instruments and certificates

contemplated or delivered hereunder, or the Transactions, shall be governed by the internal Laws of the State of Nevada applicable to

agreements made and to be performed entirely within such state, without giving effect to its principles or rules of conflict of Laws

to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the Laws

of another jurisdiction; provided that the definition of “Company Material Adverse Effect” in Section 1.1(t)

shall be governed by the internal Laws of the State of Delaware, without giving effect to its principles or rules of conflict of Laws

to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the Laws

of another jurisdiction.

9.10 Consent

to Jurisdiction; Attorney Client Privilege Matters.

(a) General

Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons

and complaint and any other process (whether inside or outside the territorial jurisdiction

of the Chosen Courts) in any Legal Proceeding relating to this Agreement or the Transactions,

including the Merger, for and on behalf of itself or any of its properties or assets, in

accordance with Section 9.2 or in such other manner as may be permitted by applicable

Law, and nothing in this Section 9.10 will affect the right of any Party to serve

legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally

consents and submits itself and its properties and assets in any Legal Proceeding to the

exclusive general jurisdiction of the Eighth Judicial District Court of the State of Nevada

in Clark County, Nevada (including any business court (as defined in NRS 13.050(4)) thereof

or thereunder) and any state appellate court therefrom within the State of Nevada (or, if

such court declines to accept jurisdiction over a particular matter, any federal court within

the State of Nevada) (the “Chosen Courts”) in the event that any dispute

or controversy arises out of this Agreement or the Transactions; (iii) agrees that it will

not attempt to deny or defeat such personal jurisdiction by motion or other request for leave

from any such court; (iv) agrees that any Legal Proceeding arising in connection with this

Agreement or the Transactions will be brought, tried and determined only in the Chosen Courts;

(v) waives any objection that it may now or hereafter have to the venue of any such Legal

Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient

court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any

Legal Proceeding relating to this Agreement or the Transactions in any court other than the

Chosen Courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in

any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(b) Attorney

Client Privilege Matters.

(i) The

Parties acknowledge that the Company has been represented by Holland & Hart LLP (“Company

Counsel”) in connection with this Agreement and the Transactions, and the Supporting

Stockholders have been represented by Loeb & Loeb LLP (“Stockholder Counsel”)

in connection with this Agreement, the Voting and Support Agreements and the Transactions

(collectively with the representation by Company Counsel, the “Transaction Engagement”).

From and after the Effective Time, to the extent permitted by applicable Law, any attorney-client

privilege, attorney work-product protection or other similar protection applicable to communications

solely between Stockholder Counsel, on the one hand, and the Supporting Stockholders or their

respective representatives, on the other hand, relating to the Transactions shall remain

with and may be controlled by the applicable Supporting Stockholders; provided that nothing

in this Section 9.10 shall be deemed to limit or otherwise affect any rights of Parent, the

Surviving Corporation or any of their respective Affiliates with respect to any communications,

documents or other materials of the Company or any of its Subsidiaries.

(ii) With

respect to communications between Company Counsel, on the one hand, and the Company, its

Subsidiaries or their respective directors, officers, employees or agents, on the other hand,

solely to the extent relating directly to the negotiation, documentation or consummation

of this Agreement and the Transactions (the “Privileged Transaction Communications”),

Parent and the Surviving Corporation agree that, solely to the extent such communications

remain subject to a valid and enforceable attorney-client privilege, attorney work-product

protection or other similar protection following the Effective Time, neither Parent nor the

Surviving Corporation shall knowingly introduce into evidence or affirmatively rely upon

the substance of such Privileged Transaction Communications in prosecuting a claim against

a Supporting Stockholder in any Legal Proceeding arising directly out of this Agreement or

the Transactions.

(iii) Notwithstanding

anything to the contrary in this Section 9.10, (A) no attorney-client privilege, attorney

work-product protection or other right or protection of the Company or any of its Subsidiaries

shall be transferred, assigned or otherwise conveyed to any Supporting Stockholder or other

Person as a result of this Section 9.10, (B) Parent, the Surviving Corporation and their

respective Affiliates shall have unrestricted ownership of, possession of and access to all

books, records, files, communications and other information of the Company and its Subsidiaries

following the Effective Time and may review and use such materials for any purpose other

than the limited use expressly prohibited by the immediately preceding sentence, (C) nothing

herein shall restrict Parent, the Surviving Corporation or any of their respective Affiliates

from using or disclosing any communication or information that (1) is not subject to a valid

and enforceable attorney-client privilege, attorney work-product protection or other similar

protection, (2) has been disclosed to a third party in circumstances resulting in a waiver

of any applicable privilege or protection, (3) is independently obtained or discovered without

reliance on the substance of a Privileged Transaction Communication or (4) is required to

be disclosed by applicable Law, legal process or any Governmental Authority, (D) nothing

herein shall restrict Parent, the Surviving Corporation or any of their respective Affiliates

from using or relying upon any Privileged Transaction Communication to defend against any

claim, demand, investigation or Legal Proceeding brought or asserted by any Person other

than Parent, the Surviving Corporation or their respective Affiliates, or to respond to any

claim or allegation that places the substance of such communication at issue, (E) nothing

herein shall prevent Parent, the Surviving Corporation or any of their respective Affiliates

from contesting the existence, scope, validity, applicability or waiver of any asserted privilege

or protection, and (F) nothing herein shall affect any privilege or protection applicable

to communications relating to matters other than the Transaction Engagement.

9.11 WAIVER

OF JURY TRIAL.

EACH

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION,

VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL

PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

AGREEMENT, THE TRANSACTIONS OR THE EQUITY COMMITMENT LETTERS. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY;

AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

9.11.

9.12 Disclosure

Schedule References.

The

Parties agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule and Parent and Merger

Sub Disclosure Schedule will be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations

and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement;

and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but

in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other

representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure.

9.13 Counterparts.

This

Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement

and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it

being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by .pdf, .tif, .gif,

.jpg or similar attachment to electronic mail or through an electronic signature service (any such delivery, an “Electronic

Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the

same binding legal effect as if it were the original signed version thereof delivered in person. No Party may raise the use of an Electronic

Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the

use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to

the extent such defense relates to lack of authenticity.

9.14 No

Limitation.

is the intention of the Parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to

both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to

be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and

independent effect and nothing set forth in any provision herein will in any way be deemed to limit the scope, applicability or effect

of any other provision hereof.

9.15 Disclaimer.

The

representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole contractual benefit

of such Parties. Such representations and warranties may be made as of specific dates, only for purposes of the Agreement and for the

benefit of the Parties. Such representations and warranties are subject to important exceptions and limitations agreed upon by the Parties,

including being qualified by confidential disclosures, made for the purposes of allocating contractual risk between the parties rather

than establishing these matters as facts, and were made subject to a contractual standard of materiality that may differ from the standard

generally applicable under federal securities Laws or under other contracts. Any inaccuracies in such representations and warranties

are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. Any information

concerning the subject matter of such representations and warranties may have changed, and may continue to change, since the Agreement

Date, and such subsequent information may or may not be fully reflected in the Company’s public reports. In some instances, the

representations and warranties in this Agreement may represent an allocation among the Parties of contractual risks associated with particular

matters regardless of the knowledge of any of such parties. Any filing of this Agreement with the SEC or otherwise is only to provide

investors with information regarding its terms and conditions and not to provide any other factual information regarding the Company

or its business. Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement

or any description thereof as characterizations of actual facts or circumstances as of the Agreement Date or as of any other date. The

information in this Agreement should be considered together with the Company’s public reports filed with the SEC.

9.16 No

Recourse.

Notwithstanding

anything to the contrary in this Agreement, in no event will the Company, whether prior to or after termination of this Agreement, seek

or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary

damages, recovery or award or any other remedy against any Parent Related Party with respect to this Agreement, the Equity Commitment

Letters or the transactions contemplated hereby and thereby (including any breach by the Sponsors, Parent or Merger Sub), the termination

of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Laws arising out of any such

breach, termination or failure, other than (a) from Parent or Merger Sub to the extent expressly provided for in this Agreement, (b)

from each Sponsor to the extent expressly provided for in such Sponsor’s Equity Commitment Letter and (c) pursuant to the Confidentiality

Agreement.

9.17 Financing

Provisions.

Notwithstanding

anything in this Agreement to the contrary, each of Parent and the Company on behalf of itself and each of its Affiliates, solely in

respect of any agreement entered into in connection with any Financing that is governed by the Laws of the State of New York: (a) agrees

that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources,

arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance

of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan,

New York, New York, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such

proceeding to the exclusive jurisdiction of such court, (b) agrees that any such proceeding shall be governed by the laws of the State

of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state),

(c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether

in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way arising out of or relating

to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder

in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process

upon such Party in any such proceeding shall be effective if notice is given in accordance with Section 9.2, (e) irrevocably waives,

to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding

in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury

in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Financing,

any definitive documentation for the Financing or any of the transactions contemplated hereby or thereby or the performance of any services

thereunder, (g) agrees that the Financing Sources will not have any liability to any of the Company Group Members or any of their respective

Affiliates or Representatives (or their Affiliates’ Representatives) relating to or arising out of this Agreement, the Financing

or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing

Sources are express third-party beneficiaries of, and may enforce, this Section 9.17 and any of the provisions in this Agreement

reflecting the foregoing agreements in this Section 9.17 (and such provisions shall not be amended in any way materially adverse

to the Financing Sources without the prior written consent of the Financing Sources). This Section 9.17 shall not affect, alter

or amend in any way the covenants and agreements between the Company and Parent, or the obligations of the Company and Parent provided

for in this Agreement.

[Signature

Pages Follow]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as

of the date first written above.

PARENT:

FLOWER

ACQUIRECO, LLC

By:

/s/

Vahe Dombalagian

Name:

Vahe Dombalagian

Title:

President

[Signature

Page to Agreement and Plan of Merger]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as

of the date first written above.

MERGER

SUB:

FLOWER

MERGER SUB, INC.

By:

/s/

Vahe Dombalagian

Name:

Vahe Dombalagian

Title:

President

[Signature

Page to Agreement and Plan of Merger]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as

of the date first written above.

Schedules

[Redacted]

COMPANY:

THE

MARYGOLD COMPANIES, INC.

By:

/s/

Nicholas Gerber

Name:

Nicholas Gerber

Title:

Chief Executive Officer

[Signature

Page to Agreement and Plan of Merger]

EX-3.1

Filename: ex3-1.htm · Sequence: 3

Exhibit

3.1

FIRST

AMENDMENT TO

AMENDED

AND RESTATED BYLAWS

THE

MARYGOLD COMPANIES, INC.

(fka

Concierge Technologies, Inc.)

Pursuant

to the Nevada Revised Statutes (“NRS”) and Section 10.2 of the Amended and Restated Bylaws (as amended, the “Bylaws”)

of The Marygold Companies, Inc., a Nevada corporation (fka Concierge Technologies, Inc.) (the “Corporation”), the

Bylaws of the Corporation as currently in effect are hereby amended pursuant to this First Amendment to the Amended and Restated Bylaws,

as follows:

1. The

Corporation previously changed its name from Concierge Technologies, Inc. to The Marygold

Companies, Inc.

2. The

Board of Directors of the Corporation (the “Board of Directors”) has determined

that it is advisable and in the interests of the Corporation to amend the Bylaws as set forth

herein.

3. The

Board of Directors has duly adopted this First Amendment to the Amended and Restated Bylaws

(this “First Amendment”), effective as of September 24, 2026.

The

Bylaws are hereby amended as follows:

Amendment

No. 1

Article

V of the Bylaws is hereby deleted in its entirety and replaced with the following:

ARTICLE

INDEMNIFICATION

Section

5.1 Indemnification of Directors and Officers in Third-Party Proceedings.

Subject

to the other provisions of this Article V, the Corporation shall indemnify, to the fullest extent permitted by the NRS, any person who

was or is (i) a party or is threatened to be made a party to any threatened, pending or completed investigation, inquiry, regulatory

request, subpoena, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)

(other than an action by or in the right of the Corporation), or (ii) a witness, deponent, interviewee, subpoena recipient, or participant

in an inquiry, investigation, or request for information in any Proceeding, in each case by reason of the fact that such person is or

was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving in any capacity at the request

of the Corporation as a director, manager (of a limited liability company), officer, employee or agent (including, without limitation,

as a trustee, fiduciary, administrator or manager) of another corporation, partnership, limited liability company, joint venture, trust

or other enterprise (each such person, an “Indemnitee”), against expenses (including attorneys’ fees), judgments,

fines, taxes, penalties and amounts paid or to be paid in settlement actually and reasonably incurred by such Indemnitee in connection

with such Proceeding if such Indemnitee either (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner such

Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action

or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any Proceeding by

judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption

that the Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the

best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such

Indemnitee’s conduct was unlawful.

Section

5.2 Indemnification in Actions By or In the Right of the Corporation.

Subject

to the other provisions of this Article V, the Corporation shall indemnify, to the fullest extent permitted by the NRS, any Indemnitee

who was or is (i) a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of

the Corporation to procure a judgment in its favor, or (ii) a witness, deponent, interviewee, subpoena recipient, or participant in an

inquiry, investigation, or request for information in any Proceeding by or in the right of the Corporation to procure a judgment in its

favor, in each case by reason of the fact that such person is or was an Indemnitee against expenses (including attorneys’ fees)

actually and reasonably incurred by such Indemnitee in connection with the defense or settlement of such Proceeding if such Indemnitee

either (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner such Indemnitee reasonably believed to be

in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue

or matter as to which such Indemnitee shall have been adjudged to be liable to the Corporation or for any amounts paid in settlement

to the Corporation unless and only to the extent that the court in which the Proceeding was brought shall determine upon application

that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably

entitled to indemnity for such expenses which such court shall deem proper.

Section

5.3 Successful Defense.

the extent that an Indemnitee has been successful on the merits or otherwise (including by dismissal, withdrawal, settlement without

admission of liability, expiration of limitations period, or success on any claim, issue or matter) in defense of any Proceeding described

in Section 5.1 or Section 5.2, or in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses

(including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith. The Corporation may indemnify

any other person who is not an Indemnitee against expenses (including attorneys’ fees) actually and reasonably incurred by such

person to the extent such person has been successful on the merits or otherwise in defense of any Proceeding described in Section 5.1

or Section 5.2, or in defense of any claim, issue or matter therein.

Section

5.4 Indemnification of Others.

Subject

to the other provisions of this Article V, the Corporation shall have power to indemnify its employees and agents, or any other persons,

to the extent not prohibited by the NRS or other applicable law. The Board of Directors shall have the power to delegate to any person

or persons identified in NRS 78.7502(3) the determination of whether employees or agents shall be indemnified.

Section

5.5 Advancement of Expenses.

Expenses

(including attorneys’ fees) actually and reasonably incurred by an Indemnitee in defending any Proceeding shall be paid by the

Corporation as such expenses are incurred and in advance of the final disposition of such Proceeding within 30 days after receipt of

a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the

Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this

Article V or the NRS, provided, however that the undertaking will not be required to be secured, will be accepted without regard to financial

ability to repay, and will not require the posting of a bond or similar instrument. Such expenses (including attorneys’ fees) actually

and reasonably incurred by other employees and agents of the Corporation or by persons serving at the request of the Corporation as directors,

officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such

terms and conditions, if any, as the Corporation deems appropriate. The right to advancement of expenses shall not apply to any Proceeding

(or any part of any Proceeding) for which indemnity is excluded pursuant to these Bylaws, but shall apply to any Proceeding (or any part

of any Proceeding) referenced in Section 5.6(b) or 5.6(c) prior to a determination that the Indemnitee is not entitled to be indemnified

by the Corporation.

Section

5.6 Limitation on Indemnification.

Subject

to the applicable requirements of Section 5.3 or the NRS, the Corporation shall not be obligated to indemnify any person pursuant to

this Article V in connection with any Proceeding (or any part of any Proceeding):

(a)

for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote

or otherwise, except with respect to any excess beyond the amount paid;

(b)

for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor

(including pursuant to any settlement arrangements);

(c)

for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any

profits realized by such person from the sale of securities of the Corporation, in either case as required under any clawback or compensation

recovery policy adopted by the Corporation or applicable securities exchange and association listing requirements, including, without

limitation, those adopted in accordance with Rule 10D-1 under the 1934 Act and/or the 1934 Act (including, without limitation, any such

reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002

(the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale

by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including

pursuant to any settlement arrangements);

(d)

initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation or

its directors, officers, employees, agents or other Indemnitees, unless (i) the Board of Directors authorized the Proceeding (or the

relevant part of the Proceeding) prior to its initiation, (ii) the Corporation provides the indemnification, in its sole discretion,

pursuant to the powers vested in the Corporation under applicable law, (iii) otherwise required to be made under Section 5.7 or (iv)

otherwise required by applicable law; or

(e)

if prohibited by applicable law.

Section

5.7 Determination; Claim.

a claim for indemnification or advancement of expenses under this Article V is not paid in full within 30 days after receipt by the Corporation

of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of such person’s

entitlement to such indemnification or advancement of expenses. The Corporation shall indemnify such person against any and all expenses

that are actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses

from the Corporation under this Article V, to the extent such person is successful in such action, and to the extent not prohibited by

law. In any such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant

is not entitled to the requested indemnification or advancement of expenses.

Section

5.8 Non-Exclusivity of Rights.

The

indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any

other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation or

any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s

official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter

into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement

of expenses, to the fullest extent not prohibited by the NRS or other applicable law.

Section

5.9 Insurance.

The

Corporation shall use commercially reasonable efforts to purchase and maintain insurance on behalf of any person who is or was a director,

officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager

(of a limited liability company), employee or agent of another corporation, partnership, limited liability company, joint venture, trust

or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out

of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability

under the provisions of the NRS.

Section

5.10 Survival.

The

rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be

an Indemnitee and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section

5.11 Effect of Repeal or Modification.

The

provisions of this Article V relating to indemnification shall constitute a contract between the Corporation and each of its directors

and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in

this Section 5.11. A right to indemnification or to advancement of expenses arising under a provision of the Articles of Incorporation

or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the Articles of Incorporation or these

Bylaws after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of

expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment

after such action or omission has occurred.

Section

5.12 Certain Definitions.

For

purposes of this Article V, references to the “Corporation” shall include, in addition to the resulting entity, any constituent

entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,

would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director,

officer, employee or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director,

manager (of a limited liability company), officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator

or manager) of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the

provisions of this Article V with respect to the resulting or surviving entity as such person would have with respect to such constituent

entity if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include

employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee

benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer,

employee, or agent or trustee of the Corporation which imposes duties on, or involves services by, such director, officer, employee,

agent or trustee with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and

in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall

be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article

Amendment

No. 2

new Section 9.4 is hereby added to Article IX of the Bylaws to read in its entirety as follows:

Section

9.4 Forum Selection.

the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth

Judicial District Court of Clark County, Nevada (the “Nevada Court”), shall be the sole and exclusive forum for any

action, suit or proceeding, whether civil, administrative or investigative, (a) that is an internal action (as defined in NRS 78.046),

(b) as to which the NRS confers jurisdiction on the district court of the State of Nevada, or (c) asserting a claim governed by the internal

affairs doctrine; provided, that such exclusive forum provisions will not apply to suits brought to enforce any liability or duty created

by the 1934 Act or any other claim for which the federal courts have exclusive jurisdiction. In the event that the Nevada Court does

not have jurisdiction over any such action, suit or proceeding, then any other state district court located in the State of Nevada shall

be the sole and exclusive forum therefor, and in the event that no state district court in the State of Nevada has jurisdiction over

any such action, suit or proceeding, then a federal court located within the State of Nevada shall be the sole and exclusive forum therefor.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States

of America shall be the sole and exclusive forum for the resolution of any claim asserting a cause of action against the Corporation

or any defendant arising under the Securities Act of 1933, as amended, including against any Person in connection with any offering of

the Corporation’s securities, including, for the avoidance of doubt, any auditor, underwriter, expert or control person, which

Person shall have the right to enforce this clause.

Amendment

No. 3

new Article XI is hereby added to the Bylaws to read in its entirety as follows:

ARTICLE

DEEMED

NOTICE AND CONSENT

the fullest extent permitted by law, each and every person or entity purchasing or otherwise acquiring any interest (of any nature whatsoever)

in any shares of the capital stock or other securities of the Corporation shall be deemed, by reason of and from and after the time of

such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (a) these Bylaws, (b) the Corporation’s

Articles of Incorporation and (c) any amendment to these Bylaws or the Articles of Incorporation enacted or adopted in accordance with

these Bylaws, the Articles of Incorporation and applicable law.

Amendment

No. 4

new Article XII is hereby added to the Bylaws to read in its entirety as follows:

ARTICLE

XII

INAPPLICABILITY

OF ACQUISITION OF CONTROLLING INTEREST STATUTES

Notwithstanding

any other provision in these Bylaws to the contrary, and in accordance with the provisions of NRS 78.378, the provisions of NRS 78.378

to 78.3793, inclusive (or any successor statutes thereto), relating to acquisitions of controlling interests in the Corporation, do not

apply to the Corporation or to any acquisition of any shares of the Corporation’s capital stock.

* *

General

Provisions.

Except

as expressly amended hereby, all of the terms, provisions, conditions and covenants of the Bylaws shall remain in full force and effect

and are hereby ratified and confirmed in all respects.

the event of any conflict between the provisions of this First Amendment and the provisions of the Bylaws, the provisions of this First

Amendment shall control.

Capitalized

terms used but not defined in this First Amendment have the meanings given to them in the Bylaws.

[Remainder

of page intentionally left blank; signature page follows]

CERTIFICATION

The

undersigned, being the Secretary of The Marygold Companies, Inc., a Nevada corporation, hereby certifies that the foregoing First Amendment

to the Amended and Restated Bylaws was duly adopted by the unanimous written consent of the Board of Directors of the Corporation on

September 24, 2026.

/s/

David W. Neibert

Name:

David W. Neibert

Title:

Secretary

Date:

September 24, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

VOTING

AND SUPPORT AGREEMENT

THIS

VOTING AND SUPPORT AGREEMENT, dated as of September 25, 2026 (this “Voting and Support Agreement”) is entered into

by and among Flower AcquireCo, LLC, a Delaware limited liability company (“Parent”),

The Marygold Companies, Inc., a Nevada corporation (the “Company”) and • (the “Stockholder Signatory”).

All capitalized terms not otherwise defined in this Voting and Support Agreement shall have the meanings assigned thereto in the Merger

Agreement (as defined below).

RECITALS:

The Board of Directors of the Company has approved and adopted that certain Agreement and Plan of Merger, dated as of the date hereof

(the “Merger Agreement”), by and among Parent, Flower Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary

of Parent (“Merger Sub”) and the Company, pursuant to which, among other things, Merger Sub will merge with and into

the Company, with the Company surviving as the Surviving Corporation as a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, each Company Stockholder (including the Stockholder Signatory) shall receive, in exchange for each

respective share of his, her or its Series A Preferred Stock, Series B Preferred Stock, Company Common Stock (other than, in each case,

Rollover Shares and Owned Company Shares) or Company RSA as applicable, being cancelled and extinguished in accordance with the Merger

Agreement, the consideration set forth in Section 2.9 and Section 2.10 of the Merger Agreement (as adjusted pursuant to and in accordance

with the Merger Agreement).

In connection with, and as an inducement to, Parent’s consummation of the transactions contemplated by the Merger Agreement, and

to enable Parent to secure more fully the benefits of the transactions contemplated by the Merger Agreement, Parent has required that

the Stockholder Signatory enter into this Voting and Support Agreement, and the Stockholder Signatory desires to enter into this Voting

and Support Agreement in order to induce Parent to consummate the transactions contemplated by the Merger Agreement.

In connection with, and as an inducement to, the Stockholder Signatory signing this Voting and Support Agreement, and to enable the Stockholder

Signatory to secure more fully the benefits of the transactions contemplated hereby, the Company has agreed to enter into this Voting

and Support Agreement.

Stockholder Signatory Covenants.

(a)

No Dissenter’s or Appraisal Rights. The Stockholder Signatory hereby knowingly, irrevocably and unconditionally waives any

and all rights of appraisal, dissenter’s rights or similar rights that the Stockholder Signatory may have (whether under NRS Chapter

92A or any other applicable Law, Contract, resolution or other action of the Company Board, or otherwise) by virtue of, relating to,

or with respect to (i) the Merger Agreement and the Merger and the other Transactions and (ii) any and all of the shares of Series A

Preferred Stock, Series B Preferred Stock and/or Common Stock held by the Stockholder Signatory (the “Stockholder Signatory

Shares”).

(b)

Transaction Support. As a material inducement to Parent to enter into the Merger Agreement and to consummate the Merger and the

other Transactions, the Stockholder Signatory hereby knowingly, unconditionally and irrevocably agrees that the Stockholder Signatory

will (i) (A) immediately following the execution of the Merger Agreement, sign and deliver to the Company (with a copy to Parent) the

Stockholder Signatory’s written consent to the Merger in the form set forth as Exhibit C to the Merger Agreement (the “Written

Consent”), (B) to the extent any further approval or consent from the Stockholder Signatory is sought by written consent, promptly

sign and deliver such written consent; and (C) not withdraw, rescind or otherwise take any action to in any way impair or make ineffective

the Written Consent or any such other written consent after the execution and delivery thereof; (ii) (A) appear at every meeting of the

Company Stockholders or otherwise cause all of the Stockholder Signatory Shares to be counted as present thereat for purposes of calculating

a quorum and to vote for, approve and support and (B) raise no objection against, and not otherwise hinder, impede or delay, or knowingly

take any action that could cause any adverse effect on, the Merger Agreement and the Transactions, whether at any meeting of the Company

Stockholders held in connection therewith or otherwise; and (iii) vote against and otherwise not support or otherwise participate in

(X) any action or agreement which would reasonably be expected to result in a failure of any of the conditions to the obligations to

consummate the Merger and the other Transactions and (Y) any merger or other transaction involving the sale of the Company or any securities

or assets thereof, whether such transaction is structured as a sale of stock or assets, a merger, reorganization, recapitalization, refinancing

or otherwise, in all cases, other than the Merger and the other Transactions; provided, that, for the avoidance of doubt, nothing

in this Voting and Support Agreement shall require the Stockholder Signatories to consent to, and the Written Consent shall not cover,

any amendment to the Merger Agreement after the date hereof that is submitted to a vote of the stockholders of the Company (1) that decreases

the amount or changes the form of the consideration payable to the Stockholder Signatory or (2) that imposes any material restrictions

or additional conditions on the consummation of the Merger or the payment of the applicable consideration to the Stockholder Signatory,

in the case of either clause (1) or (2), not contemplated by the Merger Agreement. The Stockholder Signatory hereby knowingly, unconditionally

and irrevocably agrees that it shall not (x) transfer, assign, sell, pledge or otherwise dispose of, enter into any derivative arrangement

with respect to, or create or permit to be created any Lien on, any or all of the Stockholder Signatory Shares; (y) grant any proxy,

power of attorney or other authorization or consent with respect to any of the Stockholder Signatory Shares with respect to any matter

that is in contravention of the obligations of the Stockholder Signatory pursuant to this Voting and Support Agreement with respect to

the Stockholder Signatory Shares; or (z) take any other action in contravention of the Stockholder Signatory’s obligations hereunder.

Any action taken in violation of the foregoing shall be null and void ab initio.

(c)

Merger Agreement Obligations. The Stockholder Signatory hereby acknowledges that the Stockholder Signatory has read and understands

the terms of the Merger Agreement and hereby acknowledges and agrees to the covenants applicable to the Supporting Stockholders in Sections

5.4, 5.5 and 6.4 of the Merger Agreement. The Stockholder Signatory acknowledges and agrees that the covenants and other obligations

of the Stockholder Signatory set forth in this Voting and Support Agreement were a material inducement to Parent to enter into the Merger

Agreement and to comply with its obligations thereunder.

Representations and Warranties. The Stockholder Signatory hereby represents and warrants to Parent that, as of the date hereof

and as of the Closing, the following statements are true and correct:

(a)

Organization; Authority; Approval. The Stockholder Signatory has all requisite power and authority to enter into and perform her

obligations under this Voting and Support Agreement and any other agreements, certificates or instruments contemplated hereby, and has

taken all action necessary in order to execute, deliver and perform her obligations under this Voting and Support Agreement. This Voting

and Support Agreement has been duly and validly executed and delivered by the Stockholder Signatory and constitutes a valid and binding

agreement of the Stockholder Signatory, enforceable against the Stockholder Signatory in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’

rights and to general equity principles. No further action is required on the part of the Stockholder Signatory to authorize this Voting

and Support Agreement and the transactions contemplated hereby.

(b)

No Violation. The execution, delivery and performance of this Voting and Support Agreement does not and the consummation and effectiveness

of the transactions contemplated hereby will not, constitute or result in, with or without notice, lapse of time or both, a breach or

violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the

creation of any lien on any of the assets of the Stockholder Signatory, pursuant to any contract binding upon the Stockholder Signatory.

(c)

Ownership of the Shares.

(i)

The Stockholder Signatory is the sole legal and record owner of the Shares listed next to the Stockholder Signatory’s name on Schedule

1 attached hereto. The Stockholder Signatory has good and marketable title to all such Shares, free and clear of any Lien, other

than any transfer restrictions imposed by applicable federal and state securities Laws. At the Effective Time, such Shares shall be cancelled,

converted or otherwise treated in accordance with the terms of the Merger Agreement, as applicable, without any further action on the

part of the Stockholder Signatory, except as otherwise expressly provided in the Merger Agreement.

(ii)

There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights,

repurchase rights or other commitments of any character under which the Stockholder Signatory is or may become obligated to sell, or

giving any Person any right to acquire, or in any way dispose of, the Stockholder Signatory Shares or any securities or obligations exercisable

or exchangeable for, or convertible into, the Stockholder Signatory Shares, or any “tag-along”, “drag-along”

or similar rights with respect to such Shares. Except for this Voting and Support Agreement, the Stockholder Signatory is not a party

to any voting trusts, proxies or other stockholder or similar agreements or understandings with respect to the voting, purchase, repurchase

or transfer of the Stockholder Signatory Shares. None of the Stockholder Signatory Shares were issued in violation of any contract to

which the Stockholder Signatory is or was a party or by which the Stockholder Signatory or her properties or assets is or was subject.

(d)

Litigation. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other

proceedings pending or, to the Stockholder Signatory’s actual knowledge after due inquiry, threatened, against the Stockholder

Signatory that seek to enjoin or would have or reasonably be expected to have the effect of preventing, making illegal, or otherwise

interfering with, the execution, delivery and performance of this Voting and Support Agreement and the consummation and effectiveness

of the transactions contemplated hereby.

(e)

Brokers. The Stockholder Signatory has not retained any broker or finder or agreed to pay or made any statement or representation

to any Person that would entitle such Person to any broker’s, finder’s or similar fees or commissions in connection with

the Merger Agreement or this Voting and Support Agreement or the transactions contemplated thereby and hereby.

(f)

Related Party Arrangements. Except as set forth on Schedule 2, there are no contracts or service arrangements (other than

ordinary course employment arrangements not governed by a written contract) between a Company Group Member, on the one hand, and the

Stockholder Signatory (or a family member or Affiliate of the Stockholder Signatory), on the other hand.

Termination of the Company Stockholders’ Agreement. The Stockholder Signatory and the Company acknowledge and agree that,

effective as of and contingent upon the occurrence of the Effective Time, the agreements set forth on Schedule 3 (the “Company

Stockholders’ Agreements”) shall automatically and without any further action by any Person terminate in accordance with

their respective terms and, from and after such termination, neither the Company nor any of its Affiliates shall have any further liability

or obligation in respect thereof.

Restrictive Covenants.

(a)

Confidentiality.

(i)

For a period of two (2) years after the Closing Date, the Stockholder Signatory will, and will cause her or its Affiliates to, keep all

Confidential Information confidential and will not disclose any Confidential Information to any Person or use any Confidential Information

except as permitted by this Voting and Support Agreement or, subject to the following sentence, as required by applicable Law. If the

Stockholder Signatory or any of her or its Affiliates are compelled by any such applicable Law to disclose any Confidential Information,

then the Stockholder Signatory shall provide Parent and the Company with prompt notice of such requirement, shall use reasonable efforts

to cooperate with Parent and the Company in obtaining appropriate protective order(s) for such compelled disclosure. If, failing the

entry of a protective order, a Stockholder Signatory or her or its Affiliates are compelled to disclose Confidential Information as set

forth in this Section 4(a), and comply with the provisions set forth herein with respect to such compelled disclosure, or if Parent

has waived compliance with the provisions of this Section 4(a), then the Stockholder Signatory or the applicable Affiliate of

the Stockholder Signatory may disclose such Confidential Information to the extent compelled or waived without liability hereunder; provided

that (i) to the extent not prohibited by applicable Law, the Stockholder Signatory (on behalf of itself or its applicable Affiliates)

has given Parent a reasonable opportunity under the circumstances to review the text of such disclosure before it is made, (ii) the Stockholder

Signatory (on behalf of itself or its applicable Affiliates) uses its commercially reasonable efforts to obtain from the Person to whom

disclosure is made, written assurance that confidential treatment shall be accorded to such portion of the Confidential Information that

is disclosed and (iii) the Stockholder Signatory (on behalf of itself or its applicable Affiliates) discloses only such Confidential

Information as is required to comply with applicable Law. The Stockholder Signatory and her or its Affiliates may disclose Confidential

Information to their respective Representatives solely to the extent that they (1) need to know the Confidential Information for (x)

financial reporting, (y) Tax purposes, or (z) purposes of investigating losses or pursuing legal proceedings, (2) have been informed

of the confidential nature of the Confidential Information and (3) have been instructed by the Stockholder Signatory to hold the Confidential

Information in the strictest confidence and to act in accordance with the terms and conditions of this Section 4(a) as if they

were a party to this Voting and Support Agreement. The Stockholder Signatory will be responsible for any breach of any of the provisions

of this Section 4(a) by such Affiliates or its Representatives that received Confidential Information in accordance with the preceding

sentence.

(ii)

“Confidential Information” means, without limitation, whether disclosed prior or after the date hereof, all tangible

or intangible information respecting or materials (in any medium, and whether or not marked confidential) comprising, describing, embodying

or incorporating: (i) computer software and hardware products, databases, data processing or communications networking systems, practices

or procedures or other systems or controls (existing, planned or in any stage of development) used, owned, developed or in development

(or planned to be developed) by or on behalf of the disclosing Party, samples, equipment, drawings, specifications, customer information,

characteristics and identities, trade secrets and other ideas, concepts, know-how, methodologies and information incorporated therein;

(ii) technical, business or financial information and know-how, cost, performance or process data, methods of doing business, offering

and disclosure documentation relating to the offer and sale of debt or equity securities of the disclosing Party, financial statements,

customer lists, marketing or business operational plans, strategies, projections, forecasts or forecast assumptions, trading volumes,

trading patterns or practices, indexes, concepts for exchange-traded funds or products, and other items, that in each case, by their

nature, are generally considered proprietary and confidential or that the party receiving or being granted access to such information

knows (or reasonably should know) to be proprietary or confidential (regardless of whether such information is specifically labelled

as such); and (iii) the Parties’ communications, discussions, evaluations or negotiations in connection with the Transactions.

“Confidential Information” includes both information owned by the parties to this Voting and Support Agreement, their Affiliates

and respective Representatives, and information owned by third parties. “Confidential Information” also includes all information

or materials derived from or based on Confidential Information and all complete or partial copies or reproductions (in any form or medium)

of Confidential Information.

(iii)

Notwithstanding Section 4(a)(ii), Confidential Information shall not include, with respect to the Stockholder Signatory or her

or its Affiliates, information that (i) is or becomes part of the public domain without breach of this Voting and Support Agreement by

the Stockholder Signatory or her or its Affiliates (which, for the avoidance of doubt, shall include any information in a public filing

made by any Company Group Member), (ii) was rightfully acquired from a third party by the Stockholder Signatory or her or its Affiliates

prior to receipt from the disclosing Party, (iii) is subsequently rightfully obtained by the Stockholder Signatory or her or its Affiliates

from a third party, not known by the Stockholder Signatory or her or its Affiliates to have an obligation to maintain the confidentiality

of such information, (iv) is developed independently by the Stockholder Signatory or her or its Affiliates, without reference to Confidential

Information or (v) is generally known by persons in the banking, technology, securities, or financial services industries. In the event

of a disputed disclosure, the Stockholder Signatory, on behalf of itself or its Affiliates, shall bear the burden of proof of demonstrating

that the information falls under one of the exceptions set forth in the immediately preceding sentence.

(iv)

From and after the Closing, Parent shall not, and shall cause each Company Group Member and their respective controlled Affiliates and

Representatives not to, disclose, sell, license, transfer or otherwise make available to any third party any Personal Information of

the Stockholder Signatory or any of its Affiliates (or any of their respective directors, officers, employees, members, partners or beneficial

owners), except (i) as required by applicable Law, (ii) as necessary to perform obligations under this Voting and Support Agreement or

any other Transaction Documents, or (iii) with the prior written consent of the applicable individual. For purposes of this Section

4(a)(iv), “Personal Information” means any information that identifies, relates to, describes, is reasonably capable

of being associated with, or could reasonably be linked, directly or indirectly, to an identifiable natural person, including name, address,

email address, telephone number, Social Security number or other government-issued identification number, financial account information,

date of birth, and any other information defined as “personal information,” “personally identifiable information,”

“personal data” or similar term under applicable data privacy or data protection Laws.

(b)

Non-Solicitation.

(i)

From and after the Closing until the one-year anniversary of the Closing Date (the “Restricted Period”), the Stockholder

Signatory shall not, and shall cause her or its respective Affiliates to not, without the prior written consent of Parent, directly or

indirectly, on the Stockholder Signatory’s behalf or on behalf of a third party, (i) hire, solicit, persuade or induce to leave,

or attempt to hire, solicit, persuade or induce to leave, any person who is employed by, or performing services as an independent contractor

or otherwise for, Parent or any Company Group Member during the Restricted Period (or who was employed by or performing services for

a Company Group Member at any time during the six (6) months preceding the Restricted Period), or (ii) encourage or solicit (or cause

to be solicited) any current client or customer of any Company Group Member to terminate or reduce its relationship with such Company

Group Member or otherwise interfere in any way with such relationship; provided, however, that nothing in this Section

4(b) will restrict (A) the solicitation (but not hiring) by general advertising or solicitation not specifically targeted at any

employee or service provider, client or customer of any Company Group Member, or (B) the solicitation or hiring of any person whose employment

or service relationship with Parent or any Company Group Member has been terminated (whether by such person or by Parent or any Company

Group Member) for at least six (6) months prior to such solicitation or hiring.

(ii)

In the event that the provisions of this Section 4(b) should ever be deemed to exceed the time or any other limitations permitted

by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the extent and only to the

extent that they are deemed to have the broadest and most comprehensive applicability in all respects permitted by applicable Law. Each

covenant and provision in this Section 4(b) is a severable and distinct covenant or provision. The invalidity or unenforceability

of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof,

and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision

in any other jurisdiction. The Stockholder Signatory specifically acknowledges and agrees that it or he has received adequate consideration

in exchange for entering into this covenant, the foregoing restrictions are reasonable and necessary to protect the legitimate interests

and goodwill of the Company Group, that Parent would not have entered into this Voting and Support Agreement in the absence of such restrictions,

that any violation of such restrictions will result in irreparable injury to Parent, that the remedy at law for any breach of the foregoing

restrictions will be inadequate, and that, in the event of any such breach of this Section 4(b) Parent, in addition to any other

relief available to it, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as a matter

of course and to permanent injunctive relief without the necessity of proving actual damages. Without limiting the generality of the

foregoing, the Restricted Period shall be extended with respect to the Stockholder Signatory for an additional period equal to any period

during which the Stockholder Signatory is in breach of its or his obligations under this Section 4(b).

(c)

Non-Disparagement. During the Restricted Period, (i) the Stockholder Signatory shall not, and shall cause its Affiliates to not,

directly or indirectly, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise

that may, directly or indirectly, disparage or be damaging to Parent, Pre-Closing Board Member or any Company Group Member, and (ii)

Parent shall not, and the Company shall not, and the Company shall cause each Company Group Member to not, directly or indirectly, make

public statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise that may, directly

or indirectly, disparage or be damaging to any Supporting Stockholder or any Pre-Closing Board Member, except in each case (w) making

any statement or disclosure required by applicable Law, the rules of any securities exchange or any governmental authority of competent

jurisdiction, (x) responding truthfully to any subpoena, civil investigative demand or similar legal process or to any inquiry by a governmental

authority, (y) making truthful statements in connection with the commencement, prosecution or defense of any claim, action, suit or proceeding

(including any dispute between or among the parties or their respective Affiliates) or in the enforcement of such Party’s rights

under this Voting and Support Agreement or any other Transaction Document, or (z) making truthful statements in connection with any internal

communications among such party’s Affiliates, directors, officers, employees, attorneys, accountants or other professional advisors

who have a reasonable need to know such information. The Pre-Closing Board Members are intended third-party beneficiaries of this Section

4(c) and shall be entitled to enforce this Section 4(c) in accordance with its terms.

(d)

Acknowledgments. As a result of the Merger, the Stockholder Signatory shall receive significant consideration in connection with

the Merger, in exchange for the Stockholder Signatory’s ownership interest and goodwill in the Company. The Stockholder Signatory

acknowledges that the Stockholder Signatory’s full compliance with the terms of this Voting and Support Agreement (including, without

limitation, the restrictive covenants set forth herein) is necessary to preserve and transfer such ownership interest and goodwill (and

the parties hereto intend that the restrictive covenants set forth herein fully qualify for the exception set forth in Section 16601

of the California Business and Professions Code). The Stockholder Signatory further acknowledges that (i) the value of the Company’s

trade secrets and other Confidential Information arises in part from the fact that such information is not generally known in the marketplace,

(ii) the Company’s trade secrets and other Confidential Information will have continuing vitality throughout and beyond the restricted

period in respect of confidentiality obligations, (iii) the Stockholder Signatory has and will have such sufficient knowledge of the

Company’s trade secrets and other Confidential Information that, if the Stockholder Signatory were to disclose such information,

the Stockholder Signatory would cause irreparable harm to the Company and Parent for which money damages would be an insufficient remedy,

(iv) the covenants and other obligations set forth in this Section 4 are additional consideration for the covenants and other

obligations of Parent pursuant to the Merger Agreement and were a material inducement to Parent to enter into the Merger Agreement and

to perform its obligations thereunder and neither Parent nor its Affiliates would obtain the benefit of the bargain set forth in the

Merger Agreement as specifically negotiated by the parties thereto if the Stockholder Signatory breached the provisions set forth in

this Section 4, (v) the restrictions contained in this Section 4 are reasonable in all respects (including, with respect

to subject matter, scope and time period) and are necessary to protect Parent’s interest in, and the value of, the Company (including

the goodwill inherent therein) and the Stockholder Signatory’s agreements set forth in this Section 4 are an integral part

of the creation of such value, and (vi) the Stockholder Signatory is receiving, directly or indirectly, substantial consideration, as

applicable, in connection with the transactions contemplated by the Merger Agreement.

Release.

(a)

In consideration of the execution, delivery and performance by Parent of this Voting and Support Agreement and the other Transaction

Documents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of

the Closing, the Stockholder Signatory, on the Stockholder Signatory’s own behalf and on behalf of the Stockholder Signatory’s

respective successors, predecessors and assigns (each, a “Releasor”) hereby releases and forever discharges Parent,

the Company, the Pre-Closing Board Members and each of their respective subsidiaries, Affiliates (that currently exist or may exist in

the future), successors, assigns and predecessors and their respective present and former owners, members, directors, officers, employees,

agents, attorneys, representatives, successors, beneficiaries and heirs (individually, a “Releasee,” and collectively,

“Releasees”) from any and all claims, demands, proceedings, causes of action, Orders, losses and liabilities whatsoever

and all consequences thereof (collectively, “Released Claims”), whether known or unknown, suspected or unsuspected,

both at law and in equity, which the Stockholder Signatory or any Releasor now has, has ever had or may hereafter have against any Releasee

arising prior to the Closing or on account of or arising out of any matter, cause or event occurring prior to the Closing. For the avoidance

of doubt, Released Claims do not include, and nothing contained herein will operate to release, any of the following (each, an “Excluded

Claim”): (i) any claim of any Releasor arising out of, in connection with, or relating to, this Voting and Support Agreement

or any Transaction Document (including any claim of the Releasor under Section 6.8 of the Merger Agreement); (ii) the right of any Releasor

to unpaid compensation, benefits, expense reimbursement, accrued but unpaid bonuses, deferred compensation, accrued vacation or paid

time off, or other amounts accrued or owed to the Stockholder Signatory by any Company Group Member in the Ordinary Course with respect

to such Releasor’s service as a director, officer, employee or agent of such Company Group Member at any time prior to or during

the Closing; (iii) fraud by such Releasee, (iv) any other rights to indemnification, contribution, advancement of expenses, or coverage

under any directors’ and officers’ liability insurance policy or tail policy, the Company’s articles of incorporation

or bylaws, or any indemnification agreement, in each case as in effect prior to the Closing; or (v) any rights of any Releasor that,

under applicable Law, cannot be waived; provided, that Excluded Claims shall not include any claim brought on behalf of a class or putative

class (a “Class Action”). The Stockholder Signatory agrees that this Section 5 shall act as a release of all

Released Claims against the Releasees, whether such Released Claims are currently known or unknown, foreseen or unforeseen, contingent

or absolute, asserted or unasserted, and the Stockholder Signatory intentionally and specifically waives any statute or rule (including,

to the extent applicable, Section 1542 of the California Civil Code and any similar Law of any other jurisdiction) which may prohibit

the release of future rights or a release with respect to unknown claims. The Releasees are intended third-party beneficiaries of this

Section 5, and this Section 5 may be enforced by each of them in accordance with the terms hereof in respect of the rights

granted to such Releasees hereunder. If any provision of this Section 5 is held invalid or unenforceable by any court of competent

jurisdiction, the other provisions of this Section 5 will remain in full force and effect. Any provision of this Section 5

held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(b)

The Stockholder Signatory irrevocably covenants, on behalf of itself and each of its related Releasors, that, from and after the date

hereof, (i) it will not (and the Stockholder Signatory shall cause its related Releasors to not), directly or indirectly, sue, commence

any proceeding against, or make any demand upon any Releasee in respect of any of the Released Claims and (ii) to the extent permitted

under applicable Law, (A) timely and affirmatively opt out, and request exclusion from, any Class Action in respect of a Released Claim,

and (B) not seek, accept or retain any recovery obtained from a Class Action in respect of a Released Claim and, if received, promptly

pay such recovery to Parent; provided, however, that for the avoidance of doubt, this Section 5 shall not prohibit

the right to sue, commence any proceeding against or make any demand upon a Releasee if such action is based upon an Excluded Claim.

(c)

Other than with respect to the Excluded Claims, the release provided for in Section 5 may be pleaded by any of the Releasees as

a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained

against any of them in violation of this Section 5. If any Released Claim is brought or maintained by any Releasor against any

Releasee in violation of such release, the Stockholder Signatory will be responsible for all costs and expenses, including reasonable

attorneys’ fees, incurred by the Releasee in defending same.

(d)

The Stockholder Signatory hereby (i) represents, warrants and agrees that the Stockholder Signatory and such Releasor has not heretofore

assigned, subrogated or transferred, or purported to assign, subrogate or transfer to any Person any Released Claim hereinabove released

and (ii) agrees to indemnify, defend and hold harmless each Releasee from any such assignment, subrogation or transfer of Released Claims.

(e)

The Stockholder Signatory on behalf of itself and each of its related Releasors, hereby represents and warrants that, in providing the

release contemplated in this Section 5, the Stockholder Signatory and each Releasor does so with full knowledge of any and all

rights that the Stockholder Signatory and each such Releasor may have with respect to the matters set forth in this Section 5

and the Released Claims released hereby, that the Stockholder Signatory and each Releasor has had the opportunity to seek, and has been

advised to seek, independent legal advice with respect to the matters set forth herein and the Released Claims released hereby and with

respect to the rights and asserted rights arising out of such matters, and that the Stockholder Signatory and each Releasor is providing

such release of his, her or its own free will.

General Provisions.

(a)

Further Assurances. Without additional consideration, the Stockholder Signatory shall sign and deliver, or cause to be signed

and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further

actions as Parent may reasonably request and as may be customary of transactions of this nature, in each case, for the purpose of carrying

out and furthering the intent of this Voting and Support Agreement.

(b)

Miscellaneous.

(i)

This Voting and Support Agreement may be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument

making specific reference to this Voting and Support Agreement signed by each of Parent, the Company, and the party against whom enforcement

of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Voting and Support Agreement, including

any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance

with any representation, warranty, covenant or agreement contained herein. The waiver by any party of a breach of any provision of this

Voting and Support Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any

other or subsequent breach. No failure or delay by any party in exercising any right, power, privilege or remedy hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further

exercise thereof or the exercise of any other right, power or remedy.

(ii)

No assignment of this Voting and Support Agreement or of any rights, interests or obligations hereunder may be made by the Stockholder

Signatory, directly or indirectly (by operation of Law or otherwise), without the prior written consent of Parent, except that Parent

will have the right to assign all or any portion of its respective rights and obligations pursuant to this Voting and Support Agreement

(a) to any of its respective Affiliates; or (b) to any debt financing source of Parent for purposes of creating a security interest herein

or otherwise assigning as collateral in respect of such debt financing, it being understood that, in each case, such assignment will

not relieve Parent of any of its obligations hereunder.

(iii)

This Voting and Support Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted

assigns. Nothing in this Voting and Support Agreement shall create or be deemed to create any third party beneficiary rights in any Person

not a party to this Voting and Support Agreement except that each of the Releasees is an express third party beneficiary of Section

4(c) and Section 5.

(iv)

In the event that any provision of this Voting and Support Agreement, or the application thereof, becomes or is declared by a court of

competent jurisdiction to be illegal, void or unenforceable, the remainder of this Voting and Support Agreement will continue in full

force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect

the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Voting and Support Agreement

with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void

or unenforceable provision.

(v)

All notices and other communications to be given or delivered under or by reason of this Voting and Support Agreement shall be delivered

in accordance with Section 9.2 of the Merger Agreement; provided, that any such notice or other communication to a Stockholder

Signatory shall be delivered to the address for the Stockholder Signatory as reflected on the books and records of the Company.

(vi)

This Voting and Support Agreement may be executed in two or more counterparts, each of which will be deemed an original copy of this

Voting and Support Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Voting

and Support Agreement, and any amendments hereto or thereto, to the extent signed and delivered by email in “portable document

format” (“.pdf”), or any other electronic transmission, shall be treated in all manner and respects as an original

contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in

person. At the request of any party hereto, each other party hereto or thereto shall re-execute original forms hereof or thereof and

deliver them to all other parties.

(c)

Specific Performance.

(i)

The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would

occur in the event that such parties do not timely perform the provisions of this Voting and Support Agreement (including any such party

failing to take such actions as are required of it hereunder in order to consummate this Voting and Support Agreement) in accordance

with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (A) such parties will be

entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Voting

and Support Agreement and to enforce specifically the terms and provisions hereof and (B) the right of specific enforcement is an integral

part of the Merger and without that right, neither the Company nor Parent would have entered into this Voting and Support Agreement.

(ii)

Subject to Section 6(c)(i), the parties hereto agree not to raise any objections to (A) the granting of an injunction, specific

performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Voting and Support Agreement by

any party and (B) the specific performance of the terms and provisions of this Voting and Support Agreement to prevent breaches or threatened

breaches of, or to enforce compliance with, the covenants, obligations and agreements of any such party pursuant to this Voting and Support

Agreement. Any party hereto seeking an injunction or injunctions to prevent breaches of this Voting and Support Agreement and to enforce

specifically the terms and provisions of this Voting and Support Agreement will not be required to provide any bond or other security

in connection with such injunction or enforcement, and each such party irrevocably waives any right that it may have to require the obtaining,

furnishing or posting of any such bond or other security.

(d)

Governing Law. This Voting and Support Agreement, the documents, instruments and certificates contemplated or delivered hereunder,

and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Voting

and Support Agreement or the documents, instruments and certificates contemplated or delivered hereunder, or the negotiation, execution

or performance of this Voting and Support Agreement, the documents, instruments and certificates contemplated or delivered hereunder,

or the Transactions, shall be governed by the internal Laws of the State of Nevada applicable to agreements made and to be performed

entirely within such state, without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules

are not mandatorily applicable by statute and would require or permit the application of the Laws of another jurisdiction.

(e)

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(i)

Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside

or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any Legal Proceeding relating to this Voting and

Support Agreement or the Transactions, including the Merger, for and on behalf of itself or any of its properties or assets, in accordance

with Section 9.2 of the Merger Agreement or in such other manner as may be permitted by applicable Law, and nothing in this Section

6(e) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably

and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction

of the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (including any business court (as defined in NRS

13.050(4)) thereof) and any state appellate court therefrom within the State of Nevada (or, if such court declines to accept jurisdiction

over a particular matter, any federal court within the State of Nevada) (the “Chosen Courts”) in the event that any

dispute or controversy arises out of this Voting and Support Agreement or the Transactions; (iii) agrees that it will not attempt to

deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding

arising in connection with this Voting and Support Agreement or the Transactions will be brought, tried and determined only in the Chosen

Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or

that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will

not bring any Legal Proceeding relating to this Voting and Support Agreement or the Transactions in any court other than the Chosen Courts.

Each of Parent, the Stockholder Signatory and the Company agrees that a final judgment in any Legal Proceeding in the Chosen Courts will

be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(ii)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS VOTING AND SUPPORT AGREEMENT,

OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS VOTING AND SUPPORT AGREEMENT, OR THE TRANSACTIONS, IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A

TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS VOTING AND SUPPORT AGREEMENT, THE TRANSACTIONS OR THE EQUITY COMMITMENT LETTERS. EACH PARTY ACKNOWLEDGES

AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS

OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS VOTING AND SUPPORT AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(E).

(f)

Termination. If the Merger Agreement is terminated in accordance with its terms, then this Voting and Support Agreement shall

automatically terminate; provided, that the termination of this Voting and Support Agreement shall not relieve any party hereto

of any liability with respect to a breach of this Voting and Support Agreement occurring prior to such termination.

(g)

Fiduciary Duties. Notwithstanding anything to the contrary herein, solely in respect of Sections 1(a), 1(b) and

1(c) of this Voting and Support Agreement, (x) the Stockholder Signatory makes no agreement or understanding herein in any capacity

other than in such applicable Stockholder Signatory’s capacity as a record holder and beneficial owner of the applicable Stockholder

Signatory Shares, and not in the Stockholder Signatory’s capacity as a director, officer or employee of the Company or any subsidiary

of the Company or in the Stockholder Signatory’s capacity as a trustee or fiduciary of any Employee Benefit Plan, as applicable,

(y) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Signatory or any representative of

the Stockholder Signatory serving as a member of the board of directors of or as an officer, employee or fiduciary of the Company or

any subsidiary of the Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of

the Company or such subsidiary of the Company, (z) nothing in this Voting and Support Agreement shall require the Company or any member

of the Company Board to take any action, or refrain from taking any action, that the Company Board determines in good faith, after consultation

with outside legal counsel, would be inconsistent with the fiduciary duties of the Company Board under applicable Law. No exercise by

the Company Board or a Stockholder Signatory of its fiduciary duties (as determined by a court of competent jurisdiction in accordance

with Section 6(d)) shall constitute a breach of Sections 1(a), 1(b) and 1(c) of this Voting and Support Agreement

by the Company.

[Signature

Pages Follow]

Each

party hereto has caused this Voting and Support Agreement to be executed as of the date first above written.

PARENT:

FLOWER ACQUIRECO, LLC

By:

Name:

Title:

Signature

Page to Voting and Support Agreement

THE COMPANY:

THE MARYGOLD

COMPANIES, INC.

By:

Name:

Title:

Signature

Page to Voting and Support Agreement

STOCKHOLDER

SIGNATORY:

Name:

•

Signature

Page to Voting and Support Agreement

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

Madison

Dearborn Partners Announces Definitive Agreement to Acquire The Marygold Companies

Marygold

Stockholders to Receive $2.00 Per Share in Cash, a 100% Premium to the Unaffected Share Price

Transaction

to Provide Capital Investment in USCF, a Wholly-Owned Subsidiary of Marygold, to Support Continued Growth and Product Excellence

Incoming

CEO of Marygold, Tim Rotolo, to Partner with MDP and USCF Leadership to Scale ETF Platform

CHICAGO,

IL & SAN CLEMENTE, CA – September 25, 2026 – Madison Dearborn Partners (“MDP” or “the Firm”),

a leading private equity investment firm based in Chicago, today announced that funds managed by MDP have entered into a definitive agreement

to acquire all of the outstanding shares of The Marygold Companies, Inc. (NYSE American: MGLD) (“Marygold” or “the

Company”), a global holding firm specializing in financial services, food manufacturing, printing, and beauty products, to become

a privately held company in an all-cash transaction.

Under

the terms of the agreement, Marygold stockholders will receive $2.00 per share in cash. The per share purchase price represents a premium

of 100% over the Company’s closing share price on September 24, 2026.

Marygold

is the holding company of USCF, a leading commodity-focused ETF manager with ~$6 billion in AUM across a broad offering of exchange-traded

funds. USCF’s products and funds are liquid and actively traded, serving a diverse array of institutional and retail clients with

category-defining positions in oil, natural gas, copper, broad commodity index, and equity income solutions: asset classes with strong

structural demand and geopolitical relevance. Following the close of the transaction and at the appropriate time, MDP and Marygold leaders

will execute on the Company’s previously announced transformation strategy to refocus the business on USCF.

MDP

is partnering with seasoned fund management veteran and investment professional Tim Rotolo, who brings more than 15 years of on-the-ground

experience in ETFs, public markets, and institutional capital raising. Mr. Rotolo has also launched and scaled two separate thematic

ETF platforms, including URNM, a uranium mining ETF which grew to more than $1 billion and was subsequently sold to Sprott Asset Management.

“The

Marygold and USCF teams have built an industry-leading platform, and I’m delighted to take on this role at an inflection point

for our industry,” said Tim Rotolo, incoming CEO of Marygold. “With the capital and strategic support of MDP, I am confident

in our ability to continue to improve, scale, and grow USCF to the benefit of its diverse client base, while maintaining operational

continuity and the client-first approach that built USCF into a leader in commodity ETFs.”

MDP’s

investment in the Company will provide long-term capital, resources, and strategic support, leveraging the Firm’s proven expertise

in financial services, to advance product innovation, distribution, and marketing strategies for USCF. MDP and Tim Rotolo, in close partnership

with USCF’s deep bench of experienced investment professionals, will build on USCF’s robust foundation, with a focus on operational

excellence, product optimization, strong sub-advisory relationships, and client empowerment.

“We

have a strong track record of identifying well-positioned, innovative fund management platforms and working closely with management and

our industry partners to help them reach the next stage in their growth journey,” said Scott Grace, Managing Director at MDP. “USCF

has all the prerequisites for success: deep industry knowledge, a seasoned and experienced team, and a highly diversified client base.

With Tim at the helm, we have the utmost confidence that the business is poised for continued growth and success.”

“It’s

been an honor to lead Marygold and witness the incredible transformation of our businesses over the years,” said Nicholas Gerber,

outgoing President, Chief Executive Officer and Chairman of the Board of The Marygold Companies. “On behalf of the Board, I want

to express our support for this transaction, which at closing provides immediate and certain value to our stockholders at a significant

premium. I will be rooting for the Marygold team from the sidelines and know the company is in great hands with Tim as its leader and

the financial and operational support of Madison Dearborn Partners.”

Transaction

Details

The

transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of customary closing conditions, including

the approval of Marygold stockholders, regulatory approvals and certain change-of-control approvals. The Marygold Board has voted unanimously

to approve the transaction.

Certain

stockholders of Marygold, including Nicholas Gerber, who collectively beneficially own approximately 75% of Marygold’s outstanding

shares, have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the transaction

subject to customary exceptions.

Upon

completion of the transaction, Marygold will become a privately held company and its common stock will no longer be listed on the NYSE

American LLC.

Advisors

RBC

Capital Markets served as exclusive financial advisor to MDP and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Morgan, Lewis &

Bockius LLP served as legal advisors to MDP and Tim Rotolo in this transaction. Holland & Hart LLP served as legal advisor to Marygold.

About

Madison Dearborn Partners

Madison

Dearborn Partners, LLC (“MDP”) is a leading private equity investment firm based in Chicago. Since MDP’s formation

in 1992, the firm has raised aggregate capital of more than $36 billion and has completed over 160 platform investments. MDP actively

invests across three dedicated industry verticals, including financial services, healthcare, and technology & government. Drawing

on deep industry and operational expertise, MDP works closely with management teams to drive value creation and operational improvement

across its portfolio. For more information, please visit www.mdcp.com.

About

The Marygold Companies, Inc.

The

Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries

in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co.,

Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices

and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.

About

USCF

operates on the leading edge of exchange-traded product (ETP) and exchange-traded fund (ETF) innovation. The firm broke new ground with

the launch of the first oil ETP in 2006. Over the next two decades, USCF designed and issued fifteen more ETPs and ETFs across commodity

and equity asset classes. USCF Advisers, LLC, an affiliate of USCF, serves as the investment adviser to the Fund. USCF and its affiliates

currently manage approximately $6 billion in assets from their headquarters in Walnut Creek, California.

Contacts

For

Madison Dearborn Partners

Dana Gorman / Mallory Griffin

H/Advisors – U.S.

mdcp-US@h-advisors.global

212.371.5999

For

The Marygold Companies

Roger S. Pondel

PondelWilkinson

310-279-5965

rpondel@pondel.com

Forward-Looking

Statements

This

press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”

“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”

“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”

“potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such

forward-looking statements, including, but not limited to, statements regarding the proposed transaction, our ability to consummate the

proposed transaction on the expected timeline or at all, the anticipated benefits of the proposed transaction, and the terms, the impact

of the proposed transaction on our future business, results of operations and financial condition and the scope of the expected financing

in connection with the proposed transaction, involve significant risks and uncertainties that could cause the actual results to differ

materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future

events. Readers should refer to the further detail of the risks disclosed in the Company’s Annual Report on Form 10-K filed with

the Securities and Exchange Commission and in the Company’s other filings with the Securities and Exchange Commission. The foregoing

list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak

only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions

to any of the forward-looking statements contained in this press release.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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