Form 8-K

8-K — ENDRA Life Sciences Inc.

Accession: 0001213900-26-072268

Filed: 2026-06-26

Period: 2026-06-25

CIK: 0001681682

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Changes in Control of Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0295239-8k425_endra.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 25, 2026, BY AND AMONG ENDRA LIFE SCIENCES INC., KRUGER MERGER SUB LLC, RENERGEN LIMITED, NOBLE AFRICA LLC AND ASP ISOTOPES INC (ea029523901ex2-1.htm)

EX-3.1 — FORM OF A&R CERTIFICATE OF INCORPORATION (ea029523901ex3-1.htm)

EX-10.1 — FORM OF VOTING AGREEMENT (ea029523901ex10-1.htm)

EX-99.1 — RENERGEN INVESTOR PRESENTATION (ea029523901ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

June 25, 2026

ENDRA Life Sciences Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37969

26-0579295

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3600 Green Court, Suite 350 Ann Arbor, MI

48105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (734) 335-0468

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

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))

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, $0.0001 par value per share

NDRA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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 ☒

If 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.

Agreement and Plan of Merger

On June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation

(“ENDRA” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),

by and among ASP Isotopes Inc. (“ASPI”), a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and

a direct, wholly-owned subsidiary of ASP (“Noble”), Renergen Limited, a company incorporated under the laws of the Republic

of South Africa and a direct, wholly-owned subsidiary of ASPI (“Renergen”), ENDRA, and Kruger Merger Sub LLC, a Delaware limited

liability company and a direct, wholly-owned subsidiary of ENDRA (“Merger Sub”), pursuant to which, among other matters, and

subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the

“Merger”), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA (the “Surviving Company”).

Concurrently with the entry into the Merger Agreement, Noble

entered into subscription agreements (“Subscription Agreements”) with ASPI and certain investors pursuant to which Noble

agreed to sell approximately (i) 4,594,218 Class A Units of Noble and/or pre-funded warrants to purchase Class A Units of Noble (the

“Pre-Funded Warrants”) to certain institutional investors and other persons and (ii) 3,054,185 Class B Units of Noble to

ASPI, at a price per unit of $6.57 (or $6.57 less the Pre-Funded Warrant exercise price of $0.0001 for the Pre-Funded Warrants), for

aggregate gross proceeds to Noble of approximately $50 million (the “Noble Investment”). Pursuant to the Subscription

Agreements, the Noble Investment shall close immediately prior to the Merger.

Additionally, prior to the effective time of the Merger (the “Effective

Time”), ASPI will contribute all of its equity interest in Renergen to Noble in exchange for 55,500,000 of Noble’s Class B

Units (the “Contribution”). The shares of Class B Common Stock (as defined below) received by ASPI upon conversion of the Class B Units in connection with the Merger

will entitle ASPI to 10 votes per share on all matters submitted to a vote of the stockholders of the Company.

Subject to the terms and conditions of the Merger Agreement, at the

Effective Time, all of the units of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become

units of the Surviving Company (“Surviving Company Units”) and ENDRA shall be admitted as the sole member of the Surviving

Company as the holder of all Surviving Company Units. Additionally, at the Effective Time, (i) each Class A Unit of Noble outstanding

immediately prior to the Effective Time (other than any units of Noble held by ENDRA, Merger Sub, Noble or any of their respective subsidiaries

(the “Excluded Company Units”), which shall be automatically cancelled), by virtue of the Merger, shall be converted into

the right to receive one share of Class A Common Stock (as defined below), as adjusted for the Reverse Stock Split (as defined below),

if applicable, (ii) each Class B Unit of Noble outstanding immediately prior to the Effective Time (other than any Excluded Company Units),

by virtue of the Merger, shall be converted into the right to receive one share of Class B Common Stock (as defined below) as adjusted

for the Reverse Stock Split (as defined below), if applicable and (iii) each Pre-Funded Warrant that is outstanding and unexercised immediately

prior to the Effective Time, will be converted into and become a warrant to purchase Class A Common Stock, and ENDRA shall assume the

terms of the Pre-Funded Warrant by which such Pre-Funded Warrant is evidenced (with changes to such documents as ASPI and ENDRA mutually

agree are appropriate to reflect the substitution of the Pre-Funded Warrant by ENDRA to purchase shares of Class A Common Stock). Pursuant

to the A&R Certificate of Incorporation (as defined below), at the Effective Time, each share of ENDRA’s common stock issued

and outstanding or held as treasury stock immediately prior to the Effective Time shall, automatically and without further action by

any ENDRA stockholder, be reclassified as one share of Class A Common Stock.

Immediately prior to the Effective Time, ENDRA shall file with the

Secretary of State of the State of Delaware an amended and restated Certificate of Incorporation (the “A&R Certificate of Incorporation”),

pursuant to which ENDRA will be renamed Noble Africa Inc. The A&R Certificate of Incorporation will establish two classes of common

stock, consisting of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock,

par value $0.0001 per share (“Class B Common Stock”). The A&R Certificate of Incorporation will authorize 1,000,000,000

shares of Class A Common Stock, 200,000,000 shares of Class B Common Stock, and 50,000,000 shares of preferred stock. Pursuant to the

A&R Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as one

class on all matters, with each holder of Class A Common Stock entitled to one vote for each share of Class A Common Stock held as of

the applicable record date and each holder of Class B Common Stock entitled to ten votes for each share of Class B Common Stock held as

of the applicable record date. The holders of the Class A Common Stock and Class B Common Stock shall be entitled to share equally, on

a per share basis, in any dividends or other distributions declared by the Company’s Board of Directors (the “Board”).

In the event of involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the assets of the Company would

be divided among and paid ratably to the holders of the Class A Common Stock and Class B Common Stock, treated as a single class. Each

share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the holder. Additionally, each

share of Class B Common Stock shall automatically be converted into one share of Class A Common Stock upon any transfer of such Class

B Common Stock other than a Permitted Transfer (as defined in the A&R Certificate of Incorporation), or upon the affirmative vote

of the holders of a majority of the then-outstanding shares of Class B Common Stock. The A&R Certificate of Incorporation also provides

that, without the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate

class, in addition to any other vote required by law or the Company’s bylaws or the A&R Certificate of Incorporation, the Company

shall not, by merger, consolidation, conversion or otherwise, amend, alter, repeal, adopt any inconsistent provision with, or waive Section

4.2 of the A&R Certificate of Incorporation, which pertains to the rights and terms of the Class A Common Stock and the Class B Common

Stock, or effect any reclassification of the Class A Common Stock or Class B Common Stock. The A&R Certificate of Incorporation provides

that the Board shall be divided into three separate classes, as nearly equal in number as possible, with the first class to hold a term

expiring at the first annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class

I”), the second class to hold a term expiring at the second annual meeting of the stockholders following the filing of the A&R

Certificate of Incorporation (“Class II”) and the third class to hold a term expiring at the third annual meeting of the stockholders

following the filing of the A&R Certificate of Incorporation (“Class III”). At each annual meeting of stockholders beginning

with the first annual meeting of stockholders following the filing of the A&R Certificate of Incorporation, successors to the class

of directors whose term expires at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders

to be held in the third year following the year of their election.

Immediately after the Effective Time, the Board is expected to consist

of seven directors, of which (i) one is anticipated to be the Chief Executive Officer of the Surviving Company (the “CEO Director”),

(ii) five are to be non-executive directors designated solely by Noble (the “Noble Directors”) and (iii) one is to be a non-executive

director designated solely by ENDRA (the “ENDRA Director”). Class I shall be comprised of two of the Noble Directors, Class

II shall be comprised of one of the Noble Directors and the ENDRA Director and Class III shall be comprised of two of the Noble Directors

and the CEO Director.

Pursuant to the Merger Agreement, on the closing date of the Merger

prior to the Effective Time, subject to the prior receipt of stockholder approval, ENDRA may implement a reverse stock split (the “Reverse

Stock Split”) for the purpose of maintaining compliance with Nasdaq listing standards, at a reverse split ratio approved by the

Board.

In connection with the Merger, ENDRA plans to seek the approval of

its stockholders at a special meeting (the “Special Meeting”) of, among other things, (i) the issuance of the shares of Class

A Common Stock and Class B Common Stock as the Merger Consideration, (ii) the Reverse Stock Split, (iii) the adoption of a new incentive

equity plan, and (iv) the A&R Certificate of Incorporation (all such voting proposals in this paragraph, the “ENDRA Stockholder

Matters”).

The Merger Agreement includes customary representations, warranties

and covenants, including, among others, covenants relating to (i) ENDRA’s obtaining the approval of its stockholders of the ENDRA

Stockholder Matters, (ii) ENDRA’s non-solicitation of alternative acquisition proposals, (iii) the conduct of their respective businesses

during the period between the date of signing the Merger Agreement and the Closing, (iv) ENDRA’s filing with the U.S. Securities

and Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares

of the Class A Common Stock and Class B Common Stock to be issued in connection with the Merger (the “Registration Statement”),

and (v) ENDRA’s preparing and submitting to Nasdaq an initial listing application or notification form for notifying Nasdaq of the

change in its name and the listing of the Class A Common Stock and Class B Common Stock to be issued as Merger Consideration. The representations

and warranties will not survive Closing, except with respect to intentional fraud, and there will be no escrow or price adjustments for

any breaches of the representations, warranties, and covenants of any party following Closing.

Each of ENDRA, Renergen, ASPI and Noble has agreed, subject to certain

exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into

discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However,

ENDRA may provide information to any person who has made an unsolicited, bona fide written acquisition proposal, if such proposal is made

after the date of the Merger Agreement, ENDRA’s Board determines in good faith, after consultation with outside legal counsel, (i)

that such proposal would reasonably be expected to be a superior proposal and (ii) that failure to provide information in connection with

such proposal would reasonably be expected to be inconsistent with its fiduciary duties to ENDRA and ENDRA’s stockholders under

Delaware law, and such person executes and delivers a confidentiality agreement to ENDRA containing substantially the same terms and conditions

as the confidentiality agreement between ENDRA and ASPI.

Consummation of the Merger is subject to certain closing conditions,

including the accuracy of the representations and warranties of the other parties, subject to applicable materiality standards, the approval

of the ENDRA Stockholder Matters, the Registration Statement being declared effective by the SEC, the approval for listing on Nasdaq (or

any other public stock market or exchange in the United States as may be agreed by Noble and ENDRA) of the Class A Common Stock and Class

B Common Stock to be issued as the Merger Consideration, the receipt by Noble of the proceeds of the Noble Investment, Noble’s receipt

of a written consent of the U.S. Internal Development Finance Corporation (formerly known as the Overseas Private Investment Corporation)

(“OPIC”) as required under that certain Finance Agreement by and between OPIC and a subsidiary of Renergen, ENDRA’s

having an amount of cash equal to or greater than $3.8 million, ASPI having effected the Contribution, and the performance in all material

respects by the applicable parties of their agreements, obligations and covenants under the Merger Agreement required to be performed

on or prior to the date of the Closing.

The Merger Agreement contains certain termination rights of each of

ENDRA and Noble. The Merger Agreement may be terminated at any time prior to Closing by mutual written agreement between ENDRA and Noble

or by either party if Closing shall not have occurred by December 24, 2026. Either ENDRA or Noble may also terminate the Merger Agreement

if the representations or warranties of the other party were inaccurate as of the date of the Merger Agreement or become inaccurate thereafter

due to a breach of a covenant or agreement of that party prior to Closing, or if the ENDRA Stockholder Matters are not approved by the

ENDRA stockholders at the Special Meeting.

Concurrently with the Closing, the Company will enter into a registration

rights agreement and certain business continuity agreements with ASPI, including a master transaction agreement, shared services agreement,

employee matters agreement and tax sharing agreement. The master transaction agreement will contain key provisions relating to the conduct

of future transactions and govern the ongoing relationship between ASPI and the Company after the Closing, including sales of helium,

certain indemnification obligations and a requirement for the Company to maintain the same auditor and fiscal year as ASPI for so long

as ASPI is required to consolidate the financial statements of ASPI under GAAP. Under the shared services and employee matters agreements,

ASPI will provide certain administrative services to the Company in exchange for a service fee equal to the operating cost plus a margin.

At the Closing, ASPI, ASPI South Africa Proprietary Limited, a wholly

owned subsidiary of ASPI (“ASPI SA”), and Renergen, shall enter into the fifth addendum to that certain ASPI Term Loan Facility,

dated May 19, 2025, by and between ASPI, ASPI SA and Renergen, pursuant to which ASPI may provide loans to Renergen up to $200 million.

Copies of the Merger Agreement and the form of A&R Certificate

of Incorporation are filed as Exhibits 2.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

A copy of the form of Subscription Agreement is attached as an exhibit to the Merger Agreement filed as Exhibit 2.1 hereto and is incorporated

herein by reference. The foregoing descriptions of each of the Merger Agreement, the A&R Certificate of Incorporation and the form

of Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger

Agreement, the A&R Certificate of Incorporation and the form of Subscription Agreement, respectively. The Merger Agreement, which

includes the form of Subscription Agreement attached thereto, has been attached as an exhibit to this Current Report on Form 8-K to provide

investors and securityholders with information regarding its terms. The Merger Agreement and the Subscription Agreement are not intended

to provide any other factual information about ENDRA, ASPI, Noble or Renergen or to modify or supplement any factual disclosures about

the parties made in public reports filed with the SEC. The Merger Agreement and the Subscription Agreement include representations, warranties

and covenants of ENDRA, Noble and Renergen, made solely for the purpose of the Merger Agreement or the Subscription Agreement, as applicable,

and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement or the Subscription

Agreement, as applicable. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or the Subscription

Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of ENDRA, ASPI, Noble, Renergen

or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of

any specified date, may be modified in important aspects by the underlying disclosure schedules which are not filed publicly, may be subject

to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of

allocating risk among the parties to the Merger Agreement and the Subscription Agreement, rather than establishing matters of fact.

Voting Agreements

Concurrently and in connection with the execution of the Merger Agreement,

certain stockholders of ENDRA holding an aggregate 268,395 of the outstanding shares of ENDRA common stock, entered into voting agreements

by and among Noble, the Company and such stockholders (the “Voting Agreements”). The Voting Agreements provide that the stockholders

of ENDRA shall appear for quorum purposes, vote their shares of common stock in favor of the ENDRA Stockholder Matters and vote against

any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone

or materially and adversely affect the ENDRA Stockholder Matters. The Voting Agreements also provide ENDRA with an irrevocable proxy to

vote the shares of common stock covered by the Voting Agreements as required if a stockholder fails to do so.

A copy of the form of Voting Agreement has been filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Voting Agreements does not

purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement.

Item 5.01 Changes in Control of Registrant.

To the extent required by this Item 5.01, the information included

in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated

herein by reference is an investor presentation prepared by Renergen in connection with the Noble Investment and that may be used by ASPI,

Renergen, Noble or ENDRA in connection with the Merger.

The information in this Item 7.01, including Exhibit 99.1 attached

hereto, 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 under that section and shall not be deemed to be incorporated by reference in any

filing of ENDRA under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall

be expressly set forth by specific reference in such filing.

Item 8.01. Other Information.

In connection with the Company’s entry into the Merger Agreement, ENDRA stockholders that participated in the Company’s October

15, 2025 private placement (the “October 2025 Private Placement”) waived their right to cause the Company to repurchase warrants

issued in the October 2025 Private Placement following a change of control of the Company for their Black-Scholes value.

About Renergen

Renergen is a South African energy company focused on the development

and commercialization of helium and liquefied natural gas (“LNG”) resources. Through its operating platform, Renergen is positioned

around the production of specialty gases and cleaner energy products that are expected to serve high-demand industrial, technology, medical,

aerospace, semiconductor, and energy markets. It provides services that include:

● Helium Production and Supply: Development of helium resources designed to

address supply needs for a scarce, strategically important gas used in medical imaging, semiconductor manufacturing, aerospace, fiber

optics, leak detection, and advanced research applications.

● Liquefied Natural Gas: Production and commercialization of LNG for customers

seeking cleaner-burning energy alternatives, including applications in transportation, industrial operations, and distributed energy markets.

● Strategic Resource Development: Advancement of gas reserves that include

helium concentrations intended to provide exposure to markets characterized by constrained global supply, mission-critical end uses, and

growing demand from high-technology and energy-transition sectors.

Renergen believes its resource base and operating strategy can position it to participate in attractive

end markets for helium and LNG. Helium’s limited global supply, specialized logistics requirements, and use in critical applications

create potential commercial opportunities for producers with scalable production and offtake capabilities. Renergen’s LNG operations

are expected to complement its helium strategy by supporting monetization of natural gas resources while serving customers seeking reliable

and lower-emission fuel alternatives.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about

future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms

such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,”

“potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but

are not limited to, statements relating to the proposed financing transactions discussed herein and the proposed Merger and related transactions

(collectively, the “Proposed Transactions”); the structure, timing and completion of the proposed Merger; the Proposed Transactions

and the expected effects, perceived benefits or opportunities of the Proposed Transactions; the combined company’s listing on Nasdaq

after the closing of the Proposed Transactions; expectations regarding the structure, timing and completion of the Proposed Transactions,

including investment amounts from investors, timing of closing of the Proposed Transactions, expected proceeds, expectations regarding

the use of proceeds, and impact on ownership structure; the anticipated timing of the Closing; the expected executive officers and directors of the combined company; each company’s and the combined

company’s expected cash position at the Closing and cash runway of the combined company following the Proposed Transactions; the

future operations and pipeline, estimates of financial position, competitive landscape, addressable market and strategic and financial

initiatives of the combined company; the nature, strategy and focus of the combined company; statements regarding the continuation of

Renergen’s Virginia Gas Project and its funding timeline; and other statements that are not historical fact. All statements other

than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer

to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking

statements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as

the beliefs and assumptions of management concerning future developments and their potential effects. There can be no assurance that future

developments affecting ENDRA, Noble, or the Proposed Transactions will be those that have been anticipated.

Actual results could differ materially from those expressed in or implied

by the forward-looking statements due to a number of risks and uncertainties, including but not limited to: the risk that the conditions

to the Closing or consummation of the Proposed Transactions are not satisfied, including the failure to timely obtain approval of the

proposed Merger from ENDRA stockholders, if at all; the risk that the proposed financings are not completed in a timely manner, if at

all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of ENDRA and Noble to consummate

the Proposed Transactions; the ability to obtain debt financing on terms that are favorable, or at all; the risk that Renergen does not

receive funding from the U.S. DFC or Standard Bank SA or that such funding is delayed; risks related to ENDRA’s continued listing

on Nasdaq until the Closing of the Proposed Transactions and the combined company’s ability to remain listed following the Closing;

risks related to ENDRA’s ability to correctly estimate its respective operating expenses and its respective expenses associated

with the Proposed Transactions, as applicable, pending the Closing, as well as uncertainties regarding the impact any delay in the Closing

would have on the anticipated cash resources of ENDRA, and other events and unanticipated spending and costs that could reduce ENDRA’s

cash resources; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity

necessary to consummate the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give

rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the Merger on ENDRA’s or Renergen’s

business relationships, operating results and business generally; costs related to the Merger; risks related to the market price of ENDRA’s

common stock relative to the value suggested by the Merger; the outcome of any legal proceedings that may be instituted against ENDRA,

Noble or any of their respective directors, managers, or officers related to the Proposed Transactions; costs of the Proposed Transactions

and unexpected costs, charges or expenses resulting from the Proposed Transactions; changes in regulatory requirements and government

incentives; risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated

benefits of the Proposed Transactions, including with respect to future financial and operating results, legislative, regulatory, political

and economic developments, and those uncertainties and factors; the risk of involvement in litigation, including securities class action

litigation, that could divert the attention of the management of ENDRA or the combined company, harm the combined company’s business

and may not be sufficient for insurance coverage to cover all costs and damages, the outcomes of various strategies and projects undertaken

by Renergen; the potential impact of laws or government regulations or policies in South Africa or elsewhere; Renergen’s

future capital requirements and sources and uses of cash including debt funding for Phase 2 of the Virginia Gas Project; Renergen’s ability to obtain funding for its operations and future growth; Renergen’s ability to complete Phase 1 and 2 of the Virginia

Gas Project;

Renergen’s reliance on the efforts of third parties; the financial terms of any current and future commercial arrangements; Renergen’s

ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts; Renergen’s ability to comply with the terms of the loan and credit

facilities of Renergen’s subsidiary Tetra4; the ability of Renergen and its subsidiaries to retain and hire key personnel; the volatility

of LNG and liquid helium prices; Renergen's success in discovering, estimating and developing natural gas and helium reserves; actions

of competitors or regulators; limitations in the availability of, and costs of, supplies, materials, contractors and services that may

delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; uncertainties

inherent in estimating quantities of natural gas and helium reserves and projecting future rates of production and timing of development

activities; risks relating to the lack of capital available on acceptable terms to finance the Renergen's continued growth; the competitive nature of Renergen’s industry,

and the other risks and uncertainties described in ENDRA’s SEC reports, and under the heading “Risk Factors” in its

most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, the factors disclosed in Part I, Item 1A. “Risk Factors”

of ASPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended) and in ASPI’s subsequent reports

filed with the SEC, each of which is available at www.sec.gov and in other filings that ENDRA and ASPI make and will make with the SEC

in connection with the Proposed Transactions, including the Form S-4 and Proxy Statement described below under “Additional

Information and Where to Find It”. The forward-looking statements contained herein speak only as of the date of this report. Except

as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events

or circumstances after the date of this report.

Important Additional Information and Where to Find It

This Current Report on Form 8-K relates to the Proposed Transactions

involving ENDRA, ASPI, Renergen and Noble and may be deemed to be solicitation material in respect of the Proposed Transactions. In connection

with the Proposed Transactions, ENDRA intends to file relevant materials with the SEC, including a registration statement on Form S-4

(the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication

is not a substitute for the Form S-4, the Proxy Statement or for any other document that ENDRA may file with the SEC and/or send

to its stockholders in connection with the Proposed Transactions. INVESTORS AND STOCKHOLDERS OF ENDRA ARE URGED TO READ THE FORM S-4,

THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO

THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

ENDRA, ASPI, RENERGEN, NOBLE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the

Form S-4, the Proxy Statement and other documents filed by ENDRA and ASPI with the SEC (when they become available) through the website

maintained by the SEC at www.sec.gov. ENDRA’S Internet website address is www.endrainc.com. ENDRA’s Annual Report

on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations page of its

Internet website as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the

SEC. ENDRA’s Internet website and the information contained therein or connected thereto are not intended to be incorporated into

this report.

Participants in the Solicitation

ENDRA, ASPI, Renergen, Noble, and their respective directors and managers

and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies

from ENDRA’s stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about ENDRA’s

directors and executive officers, including a description of their interests in ENDRA, is included in ENDRA’s most recent Annual

Report on Form 10-K for the year ended December 31, 2025. Information about ASPI’s directors and executive officers, including

a description of their interests in ASPI, is included in ASPI’s most recent Annual Report on Form 10-K for the year ended December 31,

2025, as amended. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including the

directors and executive officers of Renergen, and a description of their direct and indirect interests, by security holdings or otherwise,

will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become

available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K and the information contained herein

are not intended to and do not constitute a solicitation of a proxy, consent or approval with respect to any securities or in respect

of the Proposed Transactions or an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase

or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer

of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law, or an exemption therefrom.

Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not

be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,

or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)

of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Description

2.1*

Agreement and Plan of Merger, dated as of June 25, 2026, by and among ENDRA Life Sciences Inc., Kruger Merger Sub LLC, Renergen Limited, Noble Africa LLC and ASP Isotopes Inc.

3.1

Form of A&R Certificate of Incorporation.

10.1

Form of Voting Agreement.

99.1**

Renergen Investor Presentation.

104

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

* Certain schedules, annexes and exhibits to the Agreement and

Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules,

annexes and exhibits to the U.S. Securities and Exchange Commission upon request.

** Furnished, not filed.

SIGNATURES

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.

ENDRA LIFE SCIENCES INC.

Date: June 26, 2026

By:

/s/ Alexander Tokman

Name:

Alexander Tokman

Title:

Chief Executive Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 25, 2026, BY AND AMONG ENDRA LIFE SCIENCES INC., KRUGER MERGER SUB LLC, RENERGEN LIMITED, NOBLE AFRICA LLC AND ASP ISOTOPES INC

EX-2.1

Filename: ea029523901ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

ASP ISOTOPES INC.,

NOBLE AFRICA LLC,

RENERGEN LIMITED,

ENDRA LIFE SCIENCES INC.

and

KRUGER MERGER SUB LLC

dated as of June 25, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS

1.1.

Defined Terms

Article II PRE-CLOSING TRANSACTIONS AND MERGER

2.1.

Pre-Closing Transactions

2.2.

Merger

2.3.

Closing

2.4.

Closing Deliverables

2.5.

Certificate of Merger; Effective Time

2.6.

Effect of Merger

2.7.

Certificate of Incorporation of the Surviving Company

2.8.

Limited Liability Company Agreement of the Surviving Company

2.9.

Managers and Officers

2.10.

Tax Treatment of the Merger

Article III EFFECT OF MERGER ON EQUITY SECURITIES

3.1.

Conversion of Merger Sub Equity

3.2.

Effect on Company Units

3.3.

Effect on PubCo Common Stock

3.4.

Effect on Company Warrants

3.5.

No Dissenters’ Rights

3.6.

Exchange Procedures

3.7.

Financing Certificate and Closing Calculations

3.8.

Withholding Taxes

3.9.

Taking of Necessary Action; Further Action

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP

4.1.

Organization and Qualification

4.2.

Company Subsidiaries

4.3.

Capitalization of the Company

4.4.

Authority Relative to this Agreement

4.5.

No Conflict; Required Filings and Consents

4.6.

Compliance; Material Permits

4.7.

Financial Statements

4.8.

No Undisclosed Liabilities

4.9.

Absence of Certain Changes or Events

4.10.

Litigation

4.11.

Employee Benefit Plans

4.12.

Labor Matters

4.13.

Real Property; Tangible Property

4.14.

Taxes

4.15.

Environmental Matters

4.16.

Intellectual Property

4.17.

Privacy

4.18.

Agreements, Contracts and Commitments

4.19.

Insurance

4.20.

Transactions with Related Parties

4.21.

Information Supplied

4.22.

Anti-Bribery; Anti-Corruption

4.23.

International Trade; Sanctions

4.24.

Company Investment

4.25.

Brokers

4.26.

Takeover Laws Inapplicable

4.27.

Disclaimer of Other Warranties

Article V REPRESENTATIONS AND WARRANTIES OF PubCo AND MERGER SUB

5.1.

Organization and Qualification

5.2.

PubCo Subsidiaries

5.3.

PubCo Capitalization

5.4.

Authority Relative to this Agreement

5.5.

No Conflict; Required Filings and Consents

5.6.

Compliance; Material Permits

5.7.

PubCo Listing

5.8.

PubCo SEC Reports and Financial Statements

5.9.

No Undisclosed Liabilities

5.10.

Absence of Certain Changes or Events

5.11.

Litigation

5.12.

Employee Benefit Plans

5.13.

Labor Matters

5.14.

Real Property; Tangible Property

5.15.

Taxes

5.16.

Environmental Matters

5.17.

Intellectual Property

5.18.

Privacy

5.19.

Agreements, Contracts and Commitments

5.20.

Insurance

5.21.

Affiliate Transactions

5.22.

Information Supplied

5.23.

Board Approval; Stockholder Vote

5.24.

State Takeover Statutes Inapplicable

5.25.

Anti-Bribery; Anti-Corruption

5.26.

International Trade; Sanctions

5.27.

Brokers

5.28.

Disclaimer of Other Warranties

Article VI CONDUCT PRIOR TO THE CLOSING DATE

6.1.

Conduct of Business by the Company and the Company Subsidiaries

6.2.

Conduct of Business by PubCo

6.3.

Requests for Consent

6.4.

Company Investment

Article VII ADDITIONAL AGREEMENTS

7.1.

Registration Statement; Proxy Statement/Prospectus

7.2.

PubCo Stockholder Approval

7.3.

Certain Regulatory Matters

7.4.

Other Filings; Press Release

7.5.

Confidentiality; Communications Plan; Access to Information

7.6.

Commercially Reasonable Efforts

7.7.

Company and PubCo Securities Listings

7.8.

No Solicitation

7.9.

Director and Officer Matters

7.10.

Tax Matters

7.11.

Section 16 Matters

7.12.

Board of Directors

7.13.

Incentive Equity Plan

7.14.

[Reserved]

7.15.

Disclosure of Certain Matters

7.16.

Nasdaq Listing

7.17.

PubCo Preferred Stock.

Article VIII CONDITIONS TO THE TRANSACTION

8.1.

Conditions to Each Party’s Obligations

8.2.

Additional Conditions to Obligations of Parent and the Company

8.3.

Additional Conditions to the Obligations of PubCo

Article IX TERMINATION

9.1.

Termination

9.2.

Notice of Termination; Effect of Termination

Article X NO SURVIVAL

10.1.

No Survival

Article XI GENERAL PROVISIONS

11.1.

Notices

11.2.

Interpretation

11.3.

Counterparts; Electronic Delivery

11.4

Entire Agreement; Third Party Beneficiaries

11.5

Severability

11.6

Other Remedies; Specific Performance

11.7

Governing Law

iii

11.8

Consent to Jurisdiction; Waiver of Jury Trial

11.9

Rules of Construction

11.10

Expenses

11.11

Assignment

11.12

Amendment

11.13. Waiver

11.14. Non-Recourse

11.15. Company and PubCo Disclosure Letters 94

EXHIBITS

Exhibit A-1

Form of Subscription Agreement

Exhibit A-2

Form of Company Warrant

Exhibit B

Form of Voting Agreement

Exhibit C

Form of Lock-Up Agreements

Exhibit D

Form of Company A&R Operating Agreement

Exhibit E

Form of Certificate of Merger

Exhibit F

Form of PubCo A&R Certificate of Incorporation

Exhibit G

Form of Master Transaction Agreement

Exhibit H

Form of Shared Services Agreement

Exhibit I

Form of Tax Sharing Agreement

Exhibit J

Form of Registration Rights Agreement

Exhibit K

Form of Employee Matters Agreement

Exhibit L

Term Sheet Regarding Distribution Facilitation Agreement

Exhibit M

Form of Fifth Addendum to the Term Loan Facility

Agreement

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF

MERGER is made and entered into as of June 25, 2026 (this “Agreement”),

by and among ASP Isotopes Inc., a Delaware corporation (“Parent”), Noble Africa LLC, a Delaware limited liability

company and a direct, subsidiary of Parent (the “Company”), Renergen Limited, a company incorporated under the

laws of the Republic of South Africa and a direct, wholly-owned subsidiary of Parent (“OpCo”), ENDRA Life

Sciences Inc., a Delaware corporation (“PubCo”), and Kruger Merger Sub, LLC, a Delaware limited liability company

and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”). Each of Parent, the Company, OpCo, PubCo, and

Merger Sub are individually referred to herein as a “Party” and, collectively, as the

“Parties.”

RECITALS

WHEREAS, PubCo and OpCo intend

to effect a strategic combination of their businesses in accordance with this Agreement and the DGCL (as defined below);

WHEREAS, each of PubCo and

OpCo have determined that from and after the Effective Time (as defined below) on the Closing Date, PubCo shall act as the parent company

for their combined businesses;

WHEREAS, PubCo is a company

whose shares of common stock are publicly traded on the Nasdaq Capital Market under the ticker symbol NDRA;

WHEREAS, in anticipation of

the Merger (as defined below), Parent has formed the Company as an intermediate holding company of OpCo, which has two classes of equity

consisting of “Class A Units” and “Class B Units”;

WHEREAS, in anticipation of

the Merger, PubCo has formed Merger Sub;

WHEREAS, prior to the Effective

Time, Parent shall contribute all of its equity interest in OpCo into the Company in exchange for 55,500,000 Class B Units (the “Contribution”);

WHEREAS, the Parties intend

that, prior to the Effective Time, subject to the receipt of the PubCo Stockholder Approval (as defined below), to the extent necessary,

PubCo will effect the Reverse Stock Split (as defined below) for the purpose of maintaining compliance with Nasdaq listing standards;

WHEREAS, concurrently with

the execution and delivery of this Agreement, certain investors have executed a Subscription Agreement by and among the Parties and

the Persons (as defined below) named therein (representing an aggregate commitment no less than $50,000,000, in substantially the

form attached hereto as Exhibit A-1 (including any additional Subscription Agreements entered into in accordance

with Section 6.1(c), collectively, the “Subscription Agreement”), pursuant to which such Persons will have agreed

to purchase the number and type of Company Units (as defined below) and Company Warrants (as defined below) set forth therein

immediately prior to the Effective Time (the “Company Investment”);

WHEREAS, the Parties intend

that, on the terms and subject to the conditions set forth herein, at the Effective Time, (a) Merger Sub shall be merged with and into

the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of PubCo and

(b) all of the Company Units issued and outstanding immediately prior to the Effective Time other than Excluded Company Units (as defined

below), by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into

and shall for all purposes represent only the right to receive the Merger Consideration (as defined below);

WHEREAS, the board of directors

of PubCo (the “PubCo Board”) has (a) determined that the Merger is fair to, and in the best interests of, PubCo and

the stockholders of PubCo (the “PubCo Stockholders”), (b) approved this Agreement, the Merger, and the other Transactions,

and (c) determined to recommend that the PubCo Stockholders vote to approve the PubCo Stockholder Matters (as defined below) (the “PubCo

Recommendation”);

WHEREAS, PubCo, as the sole

member of Merger Sub, has approved (a) the execution, delivery, and performance of this Agreement and the Transaction Agreements to which

Merger Sub is or will be a party, and (b) the Merger;

WHEREAS, Parent has approved

the execution, delivery, and performance of this Agreement, the Transaction Agreements to which Parent is or will be a party, and the

Merger;

WHEREAS, the manager of the

Company (the “Company Board”) has (a) determined that the Transactions, including the Merger, are advisable to, and

in the best interests of, the Company and its members (the “Company Members”), and (b) approved the execution, delivery,

and performance of this Agreement, the Transaction Agreements to which the Company is or will be a Party, and Transactions, including

the Merger, and has deemed this Agreement advisable;

WHEREAS, Parent, as the sole

member of the Company, has adopted this Agreement and approved the Merger;

WHEREAS, as a condition to

the willingness of, and an inducement to, the Company to enter into this Agreement, concurrently with the execution of this Agreement,

certain stockholders of PubCo are entering into the Voting Agreement by and among the Company and such stockholders, in substantially

the form attached hereto as Exhibit B (the “Voting Agreement”), pursuant to which such stockholders of PubCo

have agreed to vote their PubCo Common Stock (as defined below) in favor of the approval of the PubCo Stockholder Matters;

WHEREAS, the Parties intend

that, prior to the Closing, subject to the approval by the PubCo Stockholders of the PubCo Stockholder Matters, PubCo will adopt a new

stock incentive plan in form and substance reasonably satisfactory to PubCo and the Company (the “PubCo Incentive Equity Plan”),

to be effective upon and following the Closing;

WHEREAS, as a condition to

the willingness of, and an inducement to, each of PubCo and the Company to enter into this Agreement, concurrently with the execution

and delivery of this Agreement, Parent is entering into a lock-up agreement, in substantially the form of Exhibit C

attached hereto (the “Lock-Up Agreements”), which will become effective upon the consummation of the Closing; and

WHEREAS, for U.S. federal

income Tax purposes, the Parties intend that the Merger qualifies as a tax-deferred contribution of the Company to PubCo by Parent

pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury

Regulations promulgated thereunder (the

“Intended Tax Treatment”).

NOW, THEREFORE, in consideration

of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Parties agree as follows:

Article I

DEFINITIONS

1.1. Defined

Terms. For purposes of this Agreement, the following capitalized terms have the following

meanings:

“Acquisition Proposal”

means any proposal or offer relating to (a) merger, consolidation, or business collaboration involving PubCo or any of its Subsidiaries,

(b) a sale, lease, exchange, mortgage, transfer, or other disposition, in a single transaction or series of related transactions, of twenty

percent (20%) or more of the assets of PubCo and its Subsidiaries, taken as a whole, (c) a purchase or sale, in a single transaction or

series of related transactions, of shares of capital stock or other securities of PubCo representing twenty percent (20%) or more of the

voting power of the capital stock or other voting securities of PubCo, including by of tender or exchange offer, (d) a liquidation or

dissolution of PubCo, or (e) any other transaction, or series of related transactions having a similar effect to those described in the

foregoing clauses (a)-(d), in each case, other than the Transactions or the other transactions contemplated by the Transaction Agreements.

“Affiliate”

means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common

control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as applied to any Person, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership

of voting securities, by contract, or otherwise.

“Agreement”

is defined in the Preamble hereto.

“Anti-Corruption

Laws” is defined in Section 4.22.

“Business Combination”

is defined in Section 7.8(a).

“Business Day”

means any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York are authorized or required

by Legal Requirements to close.

“CEO Director”

is defined in Section 7.12.

“Certificate of Merger”

is defined in Section 2.5(a).

“Certifications”

is defined in Section 5.8(a).

“Class A Units”

is defined in the Recitals hereto.

“Class B Units”

is defined in the Recitals hereto.

“Class I Directors”

is defined in Section 7.12(a).

“Class II Directors”

is defined in Section 7.12(b).

“Class III Directors”

is defined in Section 7.12(c).

“Closing”

is defined in Section 2.3.

“Closing Date”

is defined in Section 2.3.

“Closing PubCo Board”

is defined in Section 7.12.

“Code”

is defined in the Recitals hereto.

“Company”

is defined in the Preamble hereto.

“Company A&R

Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, in substantially the

form of Exhibit D.

“Company Board”

is defined in the Recitals hereto.

“Company Directors”

is defined in Section 7.12.

“Company Disclosure

Letter” is defined in the preamble to Article IV.

“Company Group”

means the Company, OpCo and all of OpCo’s direct and indirect Subsidiaries.

“Company Group Software”

means all proprietary Software owned, developed or currently being developed, by or for any member of the Company Group.

“Company IT Systems”

is defined in Section 4.16(j).

“Company Material

Adverse Effect” means any state of facts, development, change, circumstance, occurrence, event or effect that, individually

or in the aggregate has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial

condition or results of operations of (i) Parent or (ii) OpCo or (b) the ability of the Company Group to consummate the Transactions by

the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following),

alone or in combination, be taken into account in determining whether a Company Material Adverse Effect pursuant to the foregoing clause (a)

has occurred or would reasonably be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations,

insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of the foregoing, or changes in global, national, regional,

state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, wild fires, or other natural or man-made disasters;

(iii) epidemics, pandemics, or other public health emergencies; (iv) changes attributable to the public announcement or the pendency of

the Transactions (including the impact thereof on relationships with customers, suppliers, employees, investors, licensors, licensees,

payors or other third-parties related thereto); (v) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations

thereof or decisions by any Governmental Entity after the date of this Agreement; (vi) changes in GAAP (or any interpretation thereof)

after the date of this Agreement; (vii) any change in general economic, regulatory, business or tax conditions, including changes in the

credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (viii) events, changes

or conditions generally affecting the industries and markets in which any Company Group member operates; (ix) any failure to meet any

projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position (it

being understood that this clause (ix) shall not prevent a determination that the underlying facts and circumstances resulting

in such failure has resulted in a Company Material Adverse Effect (unless the underlying facts and circumstances are independently excluded

under another clause of this proviso)); or (x) any actions (A) required to be taken, or required not to be taken, pursuant to the terms

of this Agreement, (B) taken with the prior written consent of or at the prior written request of PubCo, or (C) taken by, or at the request

of, PubCo ((i)-(x), the “Excluded Events”); provided, further that, if any state of facts, developments,

changes, circumstances, occurrences, events, or effects described in clause (i), (iii), (v), (vi), or (vii) above disproportionately

and adversely impact the business, assets, financial condition or results of operations of the Company Group, taken as a whole, relative

to similarly situated companies in the industries in which the Company Group conduct the Company Group’s operations, then such state

of facts, developments, changes, circumstances, occurrences, events, or effects may be taken into account (unless otherwise excluded)

in determining whether a Company Material Adverse Effect has occurred, but solely to the extent of such disproportionate impact.

“Company

Material Contract” is defined in Section 4.18(a).

“Company Members”

is defined in the Recitals hereto.

“Company Parties”

and “Company Party” are defined in Section 4.3(i).

“Company Pre-Closing

Notice of Disagreement” is defined in Section 3.7.

“Company

Real Property Leases” is defined in Section 4.13(b).

“Company

Registered Intellectual Property” is defined in Section 4.16(a).

“Company Subsidiaries”

is defined in Section 4.2(a).

“Company Outstanding Units”

means, without duplication, all Company Units, other than Excluded Company Units, outstanding immediately prior to the Effective Time.

“Company Units”

means, collectively, the Class A Units and the Class B Units.

“Company Warrants”

means pre-funded warrants issued by the Company pursuant to that certain Subscription Agreement. in substantially the form attached hereto as Exhibit A-2.

“Confidentiality

Agreement” means that certain Mutual Confidentiality Agreement, dated April 6, 2026, by and between PubCo and Parent, as amended

from time to time.

“Contract”

means any contract, subcontract, agreement, indenture, note, bond, loan or credit agreement, instrument, installment obligation, lease,

mortgage, deed of trust, license, sublicense, commitment, power of attorney, guaranty or other legally binding commitment, arrangement,

understanding or obligation, in each case, as amended and supplemented from time to time and including all schedules, annexes and exhibits

thereto.

“Current Company

Operating Agreement” means the limited liability company agreement of the Company as in effect on the date of this Agreement.

“Customs & International

Trade Authorizations” means any and all licenses, license exceptions, notification requirements, registrations and approvals

required pursuant to the Customs & International Trade Laws for the lawful export, deemed export, re-export, deemed re -export transfer

or import of goods, software, technology, technical data and services.

“Customs & International

Trade Laws” means the applicable import, customs and trade, export and anti-boycott laws of any jurisdiction, including: (i)

the laws, regulations, and programs administered or enforced by U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement,

the U.S. Department of Commerce (International Trade Administration), the U.S. International Trade Commission, the U.S. Department of

Commerce (Bureau of Industry and Security), the U.S. Department of State (Directorate of Defense Trade Controls) and their predecessor

agencies; (ii) the Tariff Act of 1930; (iii) the Export Administration Act of 1979; (iv) the Export Control Reform Act of 2018; (v) the

Export Administration Regulations, including related restrictions with regard to transactions involving Persons on the U.S. Department

of Commerce Denied Persons List, Unverified List or Entity List; (vi) the Arms Export Control Act; (vii) the International Traffic in

Arms Regulations, including related restrictions with regard to transactions involving Persons on the Debarred List; (viii) the Foreign

Trade Regulations pursuant to 15 C.F.R. Part 30; (ix) the anti-boycott laws and regulations administered by the U.S. Department of Commerce;

and (x) the anti-boycott laws and regulations administered by the U.S. Department of the Treasury.

“D&O Indemnification

Provisions” is defined in Section 7.9(a).

“D&O Tail Policy” is defined

in Section 7.9(b).

“Delaware

Secretary of State” is defined in Section 2.5(a).

“DGCL”

means the General Corporation Law of the State of Delaware.

“DLLCA”

is defined in Section 2.2.

“Effective Time”

is defined in Section 2.5(b).

“Employee Benefit

Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each other retirement,

supplemental retirement, deferred compensation, employment, bonus, incentive compensation, stock purchase, employee stock ownership, equity-based,

phantom-equity, profit-sharing, severance, termination protection, change in control, retention, employee loan, retiree medical or life

insurance, educational, employee assistance, fringe benefit and all other employee benefit plan, policy, agreement, program or arrangement,

whether or not subject to ERISA, whether oral or written, which an applicable Person sponsors or maintains for the benefit of its current

or former employees, individuals who provide services and are compensated as individual independent contractors or directors, or with

respect to which an applicable Person has any direct or indirect liability.

“Enforcement Exceptions”

is defined in Section 4.3(i).

“Environmental Laws”

means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement

relating to: (a) the protection, investigation or restoration of the environment, health and safety (concerning exposure to Hazardous

Substances), or natural resources; (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance;

or (c) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property, and shall include, but

not be limited to, federal statues known as the Clean Air Act, Clean Water Act, Comprehensive Environmental Response, Compensation and

Liability Act, Emergency Planning and Community Right-to-Know Act, Endangered Species Act, Hazardous Materials Transportation Act, Migratory

Bird Treaty Act, National Environmental Policy Act, Occupational Safety and Health Act, Oil Pollution Act of 1990, Resource Conservation

and Recovery Act, Safe Drinking Water Act and Toxic Substances Control Act.

“ERISA”

means the Employment Retirement Income Security Act of 1974.

“ERISA Affiliates”

means any trade or business (whether or not incorporated) that, together with an applicable Person or any of its subsidiaries is treated

as a single employer under Section 414 of the Code.

“Exchange Act”

means the United States Securities Exchange Act of 1934, as amended.

“Exchange Agent”

is defined in Section 3.6(a).

“Excluded Company

Units” is defined in Section 3.2(a).

“Excluded Event”

is defined in the definition of Company Material Adverse Effect.

“Financial Statements”

is defined in Section 4.7(a).

“Financing Certificate”

is defined in Section 3.7.

“Foreign Plan”

is defined in Section 4.11(j).

“Fundamental Representations”

means: (a) in the case of the Company and Merger Sub, the representations and warranties contained in Section 4.1 (Organization

and Qualification) (other than the second sentence thereof), the second sentence of Section 4.2(a) (Company Subsidiaries), Section 4.3(i)

(Authority Relative to this Agreement), Section 4.5(a)(i) (No Conflict; Required Filings and Consents), and Section 4.25

(Brokers); and (b) in the case of PubCo, the representations and warranties contained in Section 5.1 (Organization and Qualification)

(other than the second sentence thereof), Section 5.3 (Capitalization), Section 5.4 (Authority Relative to this

Agreement), Section 5.5(a)(i) (No Conflict; Required Filings and Consents), Section 5.22 (Board Approval; Stockholder

Vote), and Section 5.27 (Brokers).

“Governing Documents”

means the legal documents by which any Person (other than an individual) establishes its legal existence or which govern its internal

affairs including, as applicable, a memorandum and articles of association, certificates of incorporation or formation, bylaws, limited

partnership agreements and limited liability company operating agreements.

“Governmental Entity”

means, with respect to the United States of America and any non-U.S. supranational entity: (a) any federal, provincial, state, local,

municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory

or administrative agency, board, bureau, agency or instrumentality or tribunal, or similar body; (b) any self-regulatory organization;

or (c) any political subdivision of any of the foregoing.

“Hazardous Substances”

means any pollutant or contaminant or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or

material, including petroleum, its derivatives, by-products and other hydrocarbons, and any other substance, waste or material regulated

as a pollutant or otherwise as “hazardous” under any applicable Legal Requirements pertaining to the environment.

“GAAP”

means generally accepted accounting principles in the United States, consistently applied.

“Group”

has the meaning as used in Section 13(d) of the Exchange Act.

“Inbound Licenses”

is defined in Section 4.18(a)(viii).

“Incentive Equity

Plan” is defined in Section 7.13.

“Incidental Inbound

Licenses” means any (a) non-disclosure/confidentiality agreement (or other Contract that includes confidentiality provisions)

entered into in the ordinary course of business that provides an applicable Person a limited, non-exclusive right to access or use Trade

Secrets; (b) Contract that authorizes an applicable Person to identify another Person as a customer, vendor, supplier or partner of such

applicable Person; (c) non-exclusive license for Software that is in the nature of a “shrink-wrap” or “click-wrap”

license agreement for off-the-shelf Software that is generally commercially available; (d) non-exclusive licenses for Software involving

consideration in an amount less than $10,000; and (e) license to Open Source Software.

“Insurance Policies”

is defined in Section 4.19.

“Intellectual Property”

means all rights, title and interest in or relating to intellectual property throughout the world, whether protected, created or arising

under the laws of the United States or any other jurisdiction, including: (a) all patents and patent applications, provisional patent

applications and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, divisions, reissues,

renewals, extensions, reexaminations, patents of addition, supplementary protection certificates, utility models, inventors’ certificates,

or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively,

“Patents”); (b) all copyrights and copyrightable subject matter, whether registered or unregistered, including any

of the foregoing that protect original works of authorship fixed in any tangible medium of expression, including literary works, pictorial

and graphic works (collectively, “Copyrights”); (c) all trademarks, service marks, trade names, business marks, service

names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers and general intangibles

of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals

and extensions thereof (collectively, “Trademarks”); (d) all Internet domain names and social media accounts; (e) trade

secrets, technology, discoveries and improvements, know-how, proprietary rights, formula, and confidential and proprietary information,

technical information, techniques, inventions (including conceptions and/or reductions to practice), databases and data, designs, drawings,

procedures, processes, algorithms, models, formulations, manuals and systems, whether or not patentable or copyrightable (collectively

“Trade Secrets”); (f) all moral rights of authors and

inventors, however denominated, rights of publicity and privacy, and database rights; (g) all applications and registrations, and any

renewals, extensions and reversions, of the foregoing; and (h) all other intellectual property rights, proprietary rights, or confidential

information and materials.

“Intended Tax Treatment”

is defined in the Recitals hereto.

“Intentional Fraud”

means, with respect to a Party, Delaware common law fraud (except that such fraud shall not include recklessness, negligence, or similar

concepts) with respect to the representations or warranties of such Party contained in this Agreement.

“Intervening Event”

means any state of facts, development, change, circumstance, occurrence, event or effect, in each case, other than any Excluded Event,

that (a) individually or in the aggregate has had, or would reasonably be expected to have, a material adverse effect on the business,

assets, financial condition or results of operations of an applicable Person, taken as a whole, (b) if existing as of the date of this

Agreement, was not known, or reasonably capable of being known, by such applicable Person as of the date of this Agreement, and (c) becomes

known to such applicable Person after the date of this Agreement.

“Intervening Event

Notice” is defined in Section 7.2(b).

“Key Employee”

means the employees set forth in Section 1.1(a) of the Company Disclosure Letter.

“Knowledge”

means the actual knowledge as to a specified fact or event, after a reasonable investigation, of: (a) with respect to the Company, the

individuals listed on Section 1.1(b) of the Company Disclosure Letter; and (b) with respect to PubCo, the individuals listed

on Section 1.1(b) of the PubCo Disclosure Letter.

“Legal Proceeding”

means any action, suit, hearing, claim, charge, audit, lawsuit, litigation, inquiry or proceeding (in each case, whether civil, criminal

or administrative or at law or in equity) by or before a Governmental Entity.

“Legal Requirements”

means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution,

ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative

policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority

of any Governmental Entity.

“Licensed Intellectual

Property” means all Intellectual Property that any third party Person owns and that an applicable Person uses or has the right

to use pursuant to a written license or sublicense.

“Lien”

means any mortgage, pledge, security interest, encumbrance, lien, license, grant, restriction or charge of any kind (including, any conditional

sale or other title retention agreement or lease in the nature thereof, any agreement to give any security interest and any restriction

relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership).

“Lock-Up Agreements”

is defined in the Recitals hereto.

“Material Permits”

is defined in Section 4.6(b).

“Merger”

is defined in the Recitals hereto.

“Merger Consideration”

means a number of shares of PubCo Common Stock equal to the number of Company Outstanding Units adjusted by the Reverse Split Factor,

if applicable.

“Merger Sub”

is defined in the Preamble hereto.

“Nasdaq”

is defined in Section 5.7.

“OFAC”

means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“OpCo”

is defined in the Preamble hereto.

“Open Source Software”

means any Software that is distributed (a) as “free software” (as defined by the Free Software Foundation); (b) as “open

source software” or pursuant to any license identified as an “open source license” by the Open Source Initiative (www.opensource.org/licenses)

or other license that substantially conforms to the Open Source Definition (opensource.org/osd); or (c) under a license that requires

disclosure of source code or requires derivative works based on such Software to be made publicly available under the same license.

“OPIC”

means the Overseas Private Investment Corporation, an agency of the United States of America.

“OPIC Loan Agreement”

means that certain Finance Agreement, dated as of August 20, 2019, by and between OPIC and Tetra4 Proprietary Limited, a limited liability

company duly registered and validly existing under the laws of the Republic of South Africa.

“Order”

means any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree, or ruling entered, issued, made, or rendered

by any Governmental Entity that possesses competent jurisdiction.

“Outside Date”

is defined in Section 9.1(b).

“Owned Intellectual

Property” means all Intellectual Property owned or purported to be owned by an applicable Person.

“Parent SEC Reports”

means all forms, reports, schedules, statements, and other documents required to be filed or furnished by Parent with the SEC under the

Exchange Act or the Securities Act, together with any exhibits, amendments, restatements, or supplements thereto filed prior to the date

of this Agreement.

“Parent Transaction

Costs” means all fees, costs, and expenses incurred or payable by the Parent prior to the Closing Date in connection with the

Transaction Agreements and the negotiation, preparation and execution of this Agreement and the other Transaction Agreements.

“Parties”

is defined in the Preamble hereto.

“Party”

is defined in the Preamble hereto.

“Payor”

is defined in Section 3.8.

“PCAOB”

means the Public Company Accounting Oversight Board.

“Permitted Lien”

means, with respect to a Person, (a) Liens for current period Taxes not yet delinquent or for Taxes that are being contested in good faith

by appropriate proceedings and that are sufficiently reserved for on the financial statements in accordance with GAAP or U.S. GAAP, (b)

statutory and contractual Liens of landlords with respect to leased real property, (c) Liens of carriers, warehousemen, mechanics, materialmen

and repairmen and the like incurred in the ordinary course and (i) not yet delinquent or (ii) that are being contested in good faith through

appropriate proceedings (d) in the case of leased real property, zoning, building, or other restrictions, variances, covenants, rights

of way, encumbrances, easements and other irregularities in title, to the extent they do not, individually or in the aggregate, interfere

in any material respect with the present use of or occupancy of the affected parcel by such Person, (e) Liens securing any indebtedness

of such Person, (f) in the case of Intellectual Property, non-exclusive licenses entered into in the ordinary course, (g) purchase money

Liens and Liens securing rental payments in connection with capital lease obligations of such Person, (h) all exceptions, restrictions,

easements, imperfections of title, charges, rights-of-way and other Liens of record that do not materially interfere with the present

use and value of the assets and properties of such Person, taken as a whole and do not result in a material liability to such Person,

and (i) non-disclosure agreements entered into in the ordinary course of business, Incidental Inbound Licenses, and customary employee

Intellectual Property agreements.

“Person”

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

partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise,

association, organization, entity or Governmental Entity.

“Personal Information”

means, in addition to any definition for such term or for any similar term (e.g., “personally identifiable information”

or “PII”) provided by applicable Legal Requirement, or by an applicable Person in any of its privacy policies, notices

or Contracts, all information that identifies or could be used to identify an individual person or device, whether or not such information

is associated with an identifiable individual, including a current, prospective or former investor, end user or employee of such applicable

Person, and includes applicable information in any form or media.

“Privacy Laws”

means any and all applicable Legal Requirements and self-regulatory guidelines (including of any applicable foreign jurisdiction) relating

to the receipt, collection, use, storage, processing, safeguarding, security (both technical and physical), destruction, disclosure or

transfer (including cross-border) of Personal Information, including the Federal Trade Commission Act, General Data Protection Regulation,

Regulation 2016/679/EU (GDPR), Israel’s Protection of Privacy Law 5741-1981, the applicable guidelines and policies of the Israeli

Database Registrar and the Israeli Privacy Protection Authority, and any and all applicable Legal Requirements relating to breach notification

in connection with Personal Information.

“Proxy Statement/Prospectus”

is defined in Section 7.1(a).

“Proxy Statement/Prospectus

Clearance Date” means the date on which the Registration Statement is declared effective by the SEC under the Securities Act.

“Proxy Statement/Prospectus

Mailing Date” is defined in Section 7.2(a).

“PubCo”

is defined in the Preamble hereto.

“PubCo A&R Certificate

of Incorporation” means the Amended and Restated Certificate of Incorporation of PubCo to be filed prior to the Effective Time,

substantially in the form of Exhibit F attached hereto.

“PubCo Board”

is defined in the Recitals hereto.

“PubCo Cash”

means without duplication, (i) PubCo’s unrestricted cash and cash equivalents, digital assets, and marketable securities determined,

to the extent in accordance with GAAP, in a manner consistent with the manner in which such items were historically determined and in

accordance with the financial statements (including any related notes) contained or incorporated by reference in the PubCo SEC Documents,

minus (ii) the sum of PubCo’s consolidated short-term and long-term contractual obligations and liabilities accrued

at the Closing Date, in each case determined in accordance with GAAP and, to the extent in accordance with GAAP, in a manner consistent

with the manner in which such items were historically determined and in accordance with the financial statements (including any related

notes) contained or incorporated by reference in the PubCo SEC Documents, minus (v) the aggregate amount (without duplication)

of all fees and expenses, including unpaid PubCo Transaction Costs, incurred by PubCo prior to the Effective Time in connection with the

Transaction Agreements including: (a) any fees and expenses of legal counsel, accountants, financial advisors, investment bankers, brokers,

consultants, tax advisors, and other professional advisors of PubCo in connection with the Transaction Agreements; (b) the fees paid to

the SEC in connection with filing the Registration Statement and any amendments and supplements thereto, with the SEC; (c) the fees and

expenses in connection with the printing, mailing, and distribution of the Proxy Statement and any amendments and supplements thereto;

(d) the fees related to obtaining a fairness opinion (if any); (e) any bonus, retention payments, severance, change-in-control

payments or similar payment obligations (including payments with “single-trigger” provisions triggered at and as of the consummation

of the Transactions) that become due or payable to any director, officer, employee, or consultant in connection with the consummation

of the Transactions, together with any payroll Taxes associated therewith; and minus (vi) any unpaid Taxes of PubCo and

its Subsidiaries for Tax periods (or portions thereof) ending on or before the Closing Date that are due and payable.

“PubCo Change in

Recommendation” is defined in Section 7.2(b).

“PubCo Class A Common

Stock” means the shares of PubCo Class A common stock, par value $0.0001 per share.

“PubCo Class B Common

Stock” means the shares of PubCo Class B common stock, par value $0.0001 per share

“PubCo Common Stock”

means, collectively, the PubCo Class A Common Stock and the PubCo Class B Common Stock.

“PubCo

D&O Indemnified Party” is defined in Section 7.9(a).

“PubCo Director”

is defined in Section 7.12.

“PubCo Disclosure

Letter” is defined in the preamble to Article V.

“PubCo Group”

means PubCo and all of its direct and indirect Subsidiaries.

“PubCo Group Software”

means all proprietary Software owned, developed or currently being developed, by or for any member of the PubCo Group.

“PubCo Material Adverse

Effect” means any state of facts, development, change, circumstance, occurrence, event or effect that, individually or in the

aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition

or results of operations of PubCo and its Subsidiaries, taken as a whole; or (b) the ability of PubCo to consummate the Transactions by

the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following),

alone or in combination, be taken into account in determining whether a PubCo Material Adverse Effect pursuant to the foregoing clause (a)

has occurred or would reasonably be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations,

insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of the foregoing, or changes in global, national, regional,

state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, wild fires, or other natural or man-made disasters;

(iii) epidemics, pandemics, or other health emergencies; (iv) changes attributable the public announcement of this Agreement or the pendency

of the Transactions (including the impact thereof on relationships with customers, suppliers, employees, investors, licensors, licensees,

payors or other third-parties related thereto); (v) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations

thereof or decisions by any Governmental Entity after the date of this Agreement; (vi) changes in GAAP (or any interpretation thereof)

after the date of this Agreement; (vii) any change in general economic, regulatory, business or tax conditions, including changes in the

credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (viii) events or conditions

generally affecting the industries and markets in which any PubCo Group member operates; (ix) any failure to meet any projections, forecasts,

guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood

that this clause (ix) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has

resulted in a PubCo Material Adverse Effect (unless the underlying facts and circumstances are independently excluded under another clause

of this proviso)); (x) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of this Agreement, (B)

taken with the prior written consent of or at the prior written request of Parent, the Company, or Merger Sub, or (C) taken by, or at

the request of, the Company or Merger Sub; or (xi) any change in the stock price or trading volume of the PubCo Common Stock (it being

understood, however, that any change causing or contributing to any change in stock price or trading volume of the PubCo Common Stock

may be taken into account in determining whether a PubCo Material Adverse Effect has occurred, unless such changes are otherwise excepted

from this definition) provided, further that, if any state of facts, developments, changes, circumstances, occurrences,

events or effects described in clause (i), (iii), (v), (vi), or (vii) above disproportionately and adversely impact the business,

assets, financial condition or results of operations of the PubCo Group, taken as a whole, relative to similarly situated companies in

the industries in which the PubCo Group conducts the PubCo Group’s operations, then such state of facts, developments, changes,

circumstances, occurrences, events, or effects may be taken into account (unless otherwise excluded) in determining whether a PubCo Material

Adverse Effect has occurred, but solely to the extent of such disproportionate impact.

“PubCo Material Contracts”

is defined in Section 5.19(a).

“PubCo Outstanding Shares” means,

without duplication, the total number of shares of PubCo Common Stock outstanding immediately prior to the Effective Time plus the

underlying PubCo Common Stock in respect of all outstanding PubCo pre-funded warrants, restricted stock units, and PubCo Preferred Stock

as of immediately prior to the Effective Time, excluding any such securities sold and issued to LHE LNG Holdings LLC.

“PubCo Preferred

Stock” means the shares of PubCo Series A Convertible Preferred Stock, par value $0.0001 per share.

“PubCo Recommendation”

is defined in set forth the Recitals hereto.

“PubCo Record Date”

is defined in Section 7.2(a).

“PubCo SEC Reports”

is defined in Section 5.8(a).

“PubCo Stockholder

Approval” means (i) the affirmative vote of the holders of a majority in voting power of the outstanding PubCo Common Stock

and PubCo Preferred Stock entitled to vote on the PubCo A&R Certificate of Incorporation, voting together as a single class, (ii)

the affirmative vote of the holders of a majority in voting power of the outstanding PubCo Common Stock and PubCo Preferred Stock which

are present in person and entitled to vote on the PubCo Incentive Equity Plan or the issuance of PubCo Common Stock as the Merger Consideration,

as applicable, voting together as a single class, and (iii) the votes cast by the holders of PubCo Common Stock and PubCo Preferred Stock

entitled to vote on the Reserve Stock Split, voting together as a single class, for the Reserve Stock Split exceed the votes cast against

the Reverse Stock Split, in each case, at the PubCo Special Meeting.

“PubCo Stockholder

Matters” means (i) the approval of the issuance of PubCo Common Stock as the Merger Consideration, (ii) the approval of the

Reverse Stock Split, (iii) the approval and adoption of the Incentive Equity Plan, and (iv) the approval of the PubCo A&R Certificate

of Incorporation.

“PubCo Stockholders”

is defined in the Recitals hereto.

“PubCo Subsidiaries”

is defined in Section 5.2(a).

“PubCo Transaction

Costs” means all fees, costs, and expenses incurred or payable by PubCo prior to and through the Closing Date in connection

with the negotiation, preparation, and execution of this Agreement, the other Transaction Agreements, and the consummation of the Transactions

including any such amounts which are triggered by or become payable as a result of the Closing, excluding, for the avoidance of doubt,

all Parent Transaction Costs.

“Reference Date”

means January 1, 2025.

“Registration Statement”

is defined in Section 7.1(a).

“Related Parties”

means, with respect to a Person, such Person’s former, current and future direct or indirect equityholders, controlling Persons,

shareholders, optionholders, members, general or limited partners, Affiliates, Representatives, and each of their respective successors

and assigns.

“Representatives”

is defined in Section 7.8(a).

“Required Regulatory

Approvals” is defined in Section 7.3(a).

“Required Regulatory

Filings” is defined in Section 7.3(a).

“Reverse Split Factor”

is defined in the definition of “Reverse Stock Split”.

“Reverse Stock Split”

means multiple amendments to the certificate of incorporation of PubCo authorizing reverse stock splits of PubCo Common Stock with split

ratios (the “Reverse Split Factor”) that are approved by the PubCo Board, subject to the relevant PubCo Stockholder

Approval, one of which may be effected by PubCo upon a determination by the PubCo Board, and consented to by the Company, and the rest

of which shall be abandoned.

“Sanctioned Country”

means, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (including Crimea, Cuba, Iran,

North Korea, and Syria).

“Sanctioned Person”

means (i) any Person listed in any Sanctions-related list maintained by OFAC or the U.S. Department of State, the United Nations Security

Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or any similar list maintained by any Governmental Entity

in a jurisdiction in which a Party operates and which would be applicable to such Party; (ii) any Person located, organized, or resident

in a Sanctioned Country; or (iii) any Person 50% or more owned, directly or indirectly, or otherwise controlled by any such Person or

Persons described in the foregoing clauses (i) and (ii).

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through

OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state or any

other Governmental Entity that pertains to any Party or its business.

“Sarbanes-Oxley Act”

is defined in Section 5.8(a).

“SEC” means

the United States Securities and Exchange Commission.

“Securities Act”

means the United States Securities Act of 1933.

“Signing Form 8-K”

is defined in Section 7.4(a).

“Software”

means any and all computer programs (whether in source code, object code, human readable form or other form), algorithms, user interfaces,

firmware, development tools, templates, and menus, and all documentation, including user manuals and training materials, related to any

of the foregoing.

“Subsidiary”

means, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a

corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency)

to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more

of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity,

a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,

by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) such Person controls the management thereof.

“Superior Proposal”

means a bona fide written Acquisition Proposal that the PubCo Board determines, in good faith, after consultation with its outside counsel,

(a) is on terms and conditions more favorable from a financial point of view to PubCo and the PubCo Stockholders than the Transactions,

and (b) is reasonably capable of being consummated without delay. For purposes of this definition, references to “Acquisition Proposal”

shall be deemed to refer to the definition of Acquisition Proposal, as modified so that each reference to twenty-percent (20%) is instead

to fifty-percent (50%).

“Superior Proposal

Notice” is defined in Section 7.2(b)

“Surviving Company”

is defined in Section 2.2.

“Surviving Company

Units” is defined in Section 3.1.

“Tax” or

“Taxes” means: (a) any and all federal, state, local and non-U.S. taxes, including gross receipts, income, profits,

license, sales, use, estimated, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, net worth,

employment, escheat and unclaimed property obligations, excise and property taxes, assessments, stamp, environmental, registration, governmental

charges, duties, levies and other similar charges, in each case, imposed by a Governmental Entity (whether disputed or not), together

with all interest, penalties and additions imposed by a Governmental Entity with respect to any such amounts; and (b) any liability in

respect of any items described in clause (a) above payable by reason of Contract, transferee liability, operation of law or Treasury

Regulation Section 1.1502-6(a)(or any predecessor or successor thereof of any analogous or similar provision under law) or otherwise.

“Tax Return”

means any income and other material return, declaration, report, form, claim for refund, or information return or statement relating to

Taxes that is filed or required to be filed with a Governmental Entity, including any schedule or attachment thereto and any amendment

thereof.

“Transaction Agreements”

means this Agreement, the Subscription Agreement, the Confidentiality Agreement, the Company A&R Operating Agreement, the Lock-Up

Agreements, the Voting Agreement, the Master Transaction Agreement, the Administrative Services Agreement, the Tax Sharing Agreement,

the Registration Rights Agreement and all the agreements documents, instruments and certificates entered into in connection herewith or

therewith and any and all exhibits and schedules thereto.

“Transactions”

means the transactions contemplated by this Agreement, including the Company Investment and the Merger.

“Transfer Agent”

means VStock Transfer, LLC, PubCo’s transfer agent of record.

“Transfer Taxes”

is defined in Section 7.6.

“Treasury Regulations”

means the regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Voting Agreement”

is defined in the recitals.

“WARN Act”

is defined in Section 4.12(f).

“Willful Breach”

means a Party’s knowing and intentional material breach of any of its representations or warranties as set forth in this Agreement,

or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes,

or is a consequence of, a purposeful act or failure to act by such Party with the knowledge that the taking of such act or failure to

take such act would cause a material breach of this Agreement.

Article II

PRE-CLOSING TRANSACTIONS AND MERGER

2.1. Pre-Closing Transactions.

(a) Reverse

Stock Split.

(i) On

the Closing Date prior to the Effective Time, to the extent necessary, PubCo shall effect the Reverse Stock Split under which each PubCo

Common Stock that is issued as of such time shall be reduced into a number of PubCo Common Stock determined by adjusting each such PubCo

Common Stock by the Reverse Split Factor, provided, however that no fractional shares shall be issued to stockholders as

a result of such Reverse Stock Split and, in lieu thereof, PubCo pay cash in lieu of fractional shares.

(ii) Following

the consummation of the Reverse Stock Split, PubCo shall cause the Transfer Agent to promptly update its books and records to account

for such Reverse Stock Split.

(b) Contribution.

On the Closing Date, prior to the Effective Time, Parent shall effect the Contribution whereby OpCo shall become a wholly owned subsidiary

of Company.

2.2. Merger.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the

Delaware Limited Liability Company Act (the “DLLCA”), at the Effective Time, Merger Sub will be merged with and

into the Company, whereupon the separate corporate existence of Merger Sub will cease and the Company will continue its existence

under the DLLCA as the surviving company (the “Surviving Company”). As a result of the Merger, the Surviving

Company will become a wholly-owned subsidiary of PubCo.

2.3. Closing.

Unless this Agreement has been terminated pursuant to Article IX of this Agreement, and subject to the satisfaction or

waiver of the conditions set forth in Article VIII of this Agreement, the consummation of the Merger (the

“Closing”) will occur by electronic exchange of documents contemplated by this Agreement to be executed and

delivered at the Closing at (a) a time and date to be specified in writing by the Parties which will be no later than two (2)

Business Days after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions

that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such condition) or (b)

such other time, date and place as PubCo and Company may mutually agree in writing. The date on which the Closing actually takes

place is referred to as the “Closing Date.”

2.4. Closing

Deliverables.

(a) At

the Closing, PubCo shall:

(i) pay,

or cause to be paid all PubCo Transaction Costs to the applicable payees, to the extent not paid prior to the Closing,

(ii) deliver

to the Company an executed resignation from each officer of PubCo and the directors of PubCo as may be required to cause the Closing PubCo

Board to consist of the individuals contemplated by Section 7.12; and

(iii) deliver

to the Parent duly executed copies by PubCo of the Master Transaction Agreement, Shared Services Agreement, Tax Sharing Agreement, Registration

Rights Agreement and Employee Matters Agreement in the forms set forth on Exhibits G, H, I, J and K.

(b) At

the Closing, Parent shall:

(i) pay,

or cause to be paid all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing;

(ii) deliver

to the PubCo duly executed copies by Parent of the Master Transaction Agreement, Shared Services Agreement, Tax Sharing Agreement, Registration

Rights Agreement and Employee Matters Agreement in the forms set forth on Exhibits G, H, I, J and K; and

(iii) deliver

to the PubCo duly executed copies by Parent and Tetra4 Proprietary Limited of such Distribution Facilitation Agreement, as acceptable

to Parent, with substantially the same terms as set forth on Exhibit L; and

(iv) deliver to the

PubCo duly executed copies by Parent, ASP Isotopes South Africa Proprietary Limited and OpCo, an fifth addendum to that certain ASPI

Term Loan Facility Agreement, dated May 19, 2025, as acceptable to Parent, in the form set forth on Exhibit M.

2.5. Certificate of Merger; Effective Time.

(a) Upon

the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the Parties will cause

the Merger to be consummated, and the Surviving Company shall execute, acknowledge, and file a Certificate of Merger in accordance with

the relevant provisions of the DLLCA, in substantially the form of Exhibit E attached hereto (the “Certificate of

Merger”), with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

(b) The

Merger will become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later

date or time as is agreed between PubCo and the Company and specified in the Certificate of Merger (such time as the Merger becomes effective

in accordance with the DLLCA being the “Effective Time”).

2.6. Effect of Merger.

At the Effective Time, the effect of the Merger will be as provided in this Agreement, the Certificate of Merger and Section 18-209(g)

of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights

and privileges of each of Merger Sub and the Company shall vest in the Surviving Company, and all debts, liabilities, obligations and

duties of each of Merger Sub and the Company shall become debts, liabilities, obligations and duties of the Surviving Company.

2.7. Certificate of Incorporation

of the Surviving Company. The certificate of formation of the Company immediately prior

to the Effective Time shall at and after the Effective Time be the certificate of formation of the Surviving Company until subsequently

amended in accordance with applicable Legal Requirements.

2.8. Limited Liability

Company Agreement of the Surviving Company. The Merger shall effect the adoption of the

Company A&R Operating Agreement as the new limited liability company agreement of the Surviving Company at the Effective Time, such

that the Current Company Operating Agreement shall, at the Effective Time, be superseded and replaced with the Company A&R Operating

Agreement.

2.9. Managers and

Officers. From and after the Effective Time, until successors are duly elected or

appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of the Surviving Company, the

managers and officers of the Company immediately prior to the Effective Time shall be the managers and officers of the Surviving

Company.

2.10. Tax Treatment

of the Merger. The Parties hereto intend that the Merger qualifies for the Intended Tax

Treatment. To the extent required to take a position, the Parties will prepare and file all U.S. income Tax Returns consistently

with the Intended Tax Treatment unless otherwise required by a “determination” within the meaning of Section 1313(a) of

the Code (or any similar U.S. state, local or non-U.S. Law) or a change in applicable Legal Requirements (taking into account any

settlement in the following proviso); provided, for the avoidance of doubt, nothing in this Section 2.10 shall prevent

any Party or any of their respective Affiliates or Representatives from settling, or require any of them to litigate, any challenge

or other similar proceeding by any Governmental Entity with respect to the Intended Tax Treatment. Each Party agrees to use

commercially reasonable efforts to promptly notify all other Parties of any challenge to the Intended Tax Treatment by any

Governmental Entity.

Article III

EFFECT OF MERGER ON EQUITY SECURITIES

3.1. Conversion of

Merger Sub Equity. At the Effective Time, all of the units of Merger Sub outstanding

immediately prior to the Effective Time (“Merger Sub Units”) shall be converted into and become all of the units

of the Surviving Company (“Surviving Company Units”) and PubCo shall be admitted the sole member of Surviving

Company as the holder of all Surviving Company Units.

3.2 Effect on Company

Units. At the Effective Time, by virtue of the Merger and without any action on the part of

the Company or any holders of Company Units:

(a) Cancellation

of Certain Company Units. All Company Units that are outstanding and owned by PubCo, Merger Sub, the Company, or any of their respective

Subsidiaries immediately prior to the Effective Time (“Excluded Company Units”) shall automatically be canceled, and

no portion of the Merger Consideration or other consideration shall be delivered or deliverable in exchange therefor.

(b) Treatment

of Company Units.

(i) Each

Class A Unit outstanding immediately prior to the Effective Time, other than Excluded Company Units, by virtue of the Merger and upon

the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only

the right to receive one share of PubCo Class A Common Stock adjusted by the Reverse Split Factor, if applicable. Each Class B Unit

outstanding immediately prior to the Effective Time, other than Excluded Company Units, by virtue of the Merger and upon the terms and

subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to

receive one share of PubCo Class B Common Stock adjusted by the Reverse Split Factor, if applicable.

(ii) All

of the Company Units converted into the right to receive the Merger Consideration pursuant to Section 3.2(b)(i) shall no longer

be outstanding and shall cease to exist, and each holder of any Company Units shall thereafter cease to have any rights with respect to

such securities, except the right to receive the applicable portion of the Merger Consideration into which such Company Units shall have

been converted pursuant to Section 3.2(b)(i).

3.3. Effect on PubCo

Common Stock. At the Effective Time, by virtue of filing of the PubCo A&R Certificate

of Incorporation, each share of PubCo’s common stock issued and outstanding or held as treasury stock immediately prior to the

Effective Time, shall, automatically and without further action by any PubCo stockholder, be reclassified as, and shall become, one

share of PubCo Class A Common Stock. Any stock certificate that immediately prior to the Effective Time represented shares of the

PubCo’s common Stock shall from and after the Effective Time be deemed to represent shares of PubCo Class A Common Stock,

without the need for surrender or exchange thereof.

3.4. Effect on Company Warrants.

Each Company Warrant, to the extent then outstanding and unexercised immediately prior to the Effective Time, shall automatically, without

any action on the part of the holder thereof, be assumed and converted into a warrant to acquire one share of PubCo Class A Common Stock,

subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Company Warrant

immediately prior to the Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions (each

such resulting warrant, an “Assumed Warrant”). Accordingly, effective as of the Merger Effective Time: (A) each Assumed

Warrant shall be exercisable solely for shares of PubCo Class A Common Stock; (B) the number of shares of PubCo Class A Common Stock

subject to each Assumed Warrant shall be equal to the number of shares of Class A Units subject to the applicable Company Warrant adjusted

by the Reverse Split Factor, if applicable and (C) the per share exercise price for the PubCo Class A Common Stock issuable upon exercise

of such Assumed Warrant shall be equal to the per share exercise price for the shares of Class A Units subject to the applicable Company

Warrant as in effect immediately prior to the Effective Time adjusted by the Reverse Split Factor, if applicable. PubCo shall take

all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed

Warrants remain outstanding, a sufficient number of shares of PubCo Class A Common Stock for delivery upon the exercise of such Assumed

Warrants.

3.5. No

Dissenters’ Rights. No appraisal rights shall be available with respect to the Merger

Sub Units or the Company Units in connection with the Transactions.

3.6. Exchange Procedures.

(a) The

Transfer Agent shall act as the exchange agent (the “Exchange Agent”) for the purpose of exchanging each type of Company

Unit that is outstanding immediately prior to the Effective Time (excluding the Excluded Company Units) for a number of each type of PubCo

Common Stock at a ratio of 1:1 (subject to any required Tax withholding as provided under Section 3.8, and subject to adjustment

to reflect the Reverse Split Factor, if applicable) and on the terms and subject to the other conditions set forth in this Agreement.

(b) At

the Effective Time, PubCo shall deposit, or cause to be deposited, with the Transfer Agent, for the benefit of the holders of each Company

Unit outstanding immediately prior to the Effective Time, other than the Excluded Company Units, and for exchange through the Exchange

Agent, evidence of PubCo Common Stock in book-entry form representing the Merger Consideration.

interest will be paid or accrued on the Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered

or transferred, as applicable, in accordance with this Section 3.6, each Company Unit that has been converted into the right

to receive a portion of the Merger Consideration shall solely represent the right to receive the applicable portion of the Merger Consideration.

3.7. Financing

Certificate and Closing Calculations. Not later than five (5) Business Days prior to the Closing

Date, PubCo shall deliver to the Company written notice (the “Financing Certificate”) setting forth the estimated

amount of PubCo Cash as of the Closing. The Company shall be entitled to rely in all respects on the Financing Certificate. If the

Company in good faith disagrees with any portion of the Financing Certificate, then the Company may deliver a notice of such

disagreement to PubCo until and including the second (2nd) Business Day prior to the Closing Date (the “Company

Pre-Closing Notice of Disagreement”). The Company and PubCo shall negotiate in good faith to resolve any disagreements

they have with respect to the matters specified in the Company Pre-Closing Notice of Disagreement. If PubCo and the Company are

unable to negotiate in good faith to resolve such disagreements within five Business days after PubCo’s delivery of the

Financing Certificate (or such other period as PubCo and the Company may mutually agree upon), then any remaining disagreements

specified in the Company Pre-Closing Notice of Disagreement shall be referred to an independent auditor of recognized national

standing jointly selected by PubCo and the Company. If PubCo and the Company are unable to jointly select an independent auditor

within five (5) days, then either PubCo or the Company may thereafter request that the American Arbitration Association

(“AAA”) make such selection (either the independent auditor jointly selected by PubCo and the Company or such

independent auditor selected by the AAA, as applicable, the “Accounting Firm”). PubCo and the Company shall

promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Financing Certificate and the

Company Pre-Closing Notice of Disagreement, and PubCo and the Company shall use commercially reasonable efforts to cause the

Accounting Firm to make its determination within five (5) Business Days of accepting its selection. PubCo and the Company shall

be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disagreements specified in the

Company Pre-Closing Notice of Disagreement and to discuss the issues relevant to such disagreement with the Accounting Firm; provided, however,

that no such presentation or discussion shall occur without the presence of a Representative of each of PubCo and the Company. The

determination of the Accounting Firm shall be limited to the disagreements specified in the Company Pre-Closing Notice of

Disagreement and submitted to the Accounting Firm. The Accounting Firm shall be an expert and not an arbitrator and the Accounting

Firm’s determination of such disagreements shall be made in writing delivered to each of PubCo and the Company, shall

(together with the calculations in the Financing Certificate that are not subject to the disagreements set forth in the Company

Pre-Closing Notice of Disagreement) be final and binding on PubCo and the Company, and shall be deemed to have been finally

determined for purposes of this Agreement and to represent Financing Certificate for purposes of this Agreement. The Parties shall

delay the Closing until the resolution of the matters described in this Section. The fees and expenses of the Accounting Firm shall

be allocated between PubCo and the Company equally.

3.8. Withholding

Taxes. Notwithstanding anything in this Agreement to the contrary, PubCo, the Exchange

Agent, and any other Person making a payment under this Agreement (each, a “Payor”), shall be entitled to deduct

and withhold from any consideration otherwise payable pursuant to this Agreement any amount required to be deducted and withheld

with respect to the making of such payment under applicable Legal Requirements. Each Payor shall expend commercially reasonable

efforts to (i) avail itself of any available exemptions from, or any refunds, credits or other recovery of, any such Tax deductions

and withholdings and shall cooperate with the other Parties in providing any information and documentation (including an Internal

Revenue Service Form W-9 or other applicable Form) that may be necessary to obtain such exemptions, refunds, credits or other

recovery and (ii) eliminate or minimize the amount of any such Tax deductions and withholdings. If any such withholding is so

required in connection with any such payments (other than any withholding on compensatory amounts), the Payor required to so

withhold shall use commercially reasonable efforts to provide written notice to the Person in respect of whom such withholding is

required to be paid of the amounts to be deducted and withheld no later than five (5) days prior to such payment. To the extent that

amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as

having been paid to the Person in respect of which such deduction and withholding was made; provided that the Payor provides

to such Person evidence that such amounts have been paid to the applicable Tax authority or other Governmental Entity.

3.9. Taking of

Necessary Action; Further Action. If, at any time after the Effective Time, any further

action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger

with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Merger Sub, the

officers, directors, managers, and members, as applicable (or their designees), of the Company are fully authorized in the name of

the Company to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this

Agreement.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP

Except: (i) as set forth in

the letter dated as of the date of this Agreement and delivered by Company prior to or in connection with the execution and delivery of

this Agreement (the “Company Disclosure Letter”); and (ii) as disclosed in the Parent SEC Reports filed or furnished

with the SEC (and publicly available) prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily

apparent from the content of such Parent SEC Reports and applies to the Company or OpCo), excluding disclosures referred to in “Forward-Looking

Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature

or related to forward-looking statements, the Company, OpCo and, with respect to certain representations as expressly set forth below,

Parent, hereby represent and warrant to PubCo and Merger Sub as follows:

4.1. Organization and

Qualification.

(a) OpCo

(i) is a company duly formed, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction)

under the laws of the Republic of South Africa and (ii) has all requisite power and authority to own, lease and operate its assets

and properties and to carry on its business as it is now being conducted, except, in the case of clause (ii) above, as would not, individually

or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. OpCo is duly qualified to do business

in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification

necessary, other than in such jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably

be expected to be material to the Company Group, taken as a whole. OpCo is not in violation of any of the provisions of its Governing

Documents in any material respect.

(b) The

Company (i) is a limited liability company duly formed, validly existing, and in good standing (to the extent such concept exists

in the relevant jurisdiction) under the laws of the State of Delaware and (ii) has all requisite power and authority to own, lease

and operate its assets and properties and to carry on its business as it is now being conducted, except, in the case of clause (ii) above,

as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. The Company

is duly qualified to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of

its properties, makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not, individually

or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. The Company is not in violation of

any of the provisions of its Governing Documents in any material respect. No provision of the limited liability company agreement of the

Company provides that the appraisal rights shall be available in connection with the Transactions.

(i) is a corporation duly incorporated, organized, validly existing, and in good standing under the laws of the State of Delaware

and (ii) has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its

business as it is now being conducted. Parent is duly qualified to do business in each jurisdiction in which it is conducting its

business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions

where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the Company

Group, taken as a whole.

4.2. Company Subsidiaries.

(a) All

of the Company Group’s direct and indirect Subsidiaries, together with their jurisdiction of incorporation or organization, as applicable,

are listed on Section 4.2(a) of the Company Disclosure Letter (the “Company Subsidiaries”). Except as set

forth in Section 4.2(a) of the Company Disclosure Letter, at the Effective Time, the Company will own, directly or indirectly,

all of the outstanding equity securities of the Company Subsidiaries, free and clear of all Liens (other than Permitted Liens).

Except for the Company Subsidiaries and as set forth in Section 4.2(a) of the Company Disclosure Letter, as of the date of

this Agreement, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person and

is not party to any Contract to purchase any such interest (other than this Agreement) or to make any future investment in or capital

contribution to any other entity. The Company may update Section 4.2(a) of the Company Disclosure Letter at any time prior

to the Closing to reflect any changes thereto that result from actions taken after the execution of this Agreement to the extent such

actions were not prohibited under Section 6.1.

(b) Each

Company Subsidiary is duly incorporated, formed or organized, validly existing and in good standing (to the extent such concept exists

in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate,

limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business

as it is now being conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a

Company Material Adverse Effect. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct

of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions

where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect. No Company Subsidiary is in violation of any of the provisions of its Governing Documents in any material respect.

issued and outstanding shares of capital stock, limited liability company interests and equity interests of each Company Subsidiary (i) have

been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable),

(ii) are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive

right, subscription right or any similar right and (iii) have been offered, sold and issued in material compliance with applicable

Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents.

(d) Except

as may be set forth in the Governing Documents of any Company Subsidiary, or pursuant to any Contract (including any intercompany notes)

between any Company Group member, on the one hand, and any other Company Group member, on the other hand, there are no subscriptions,

options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights),

commitments or agreements of any character to which any Company Subsidiary is a party or by which it is bound obligating such Company

Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the

repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to

grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment

or agreement.

4.3. Capitalization of the Company.

(a) Section

4.3(a) of the Company Disclosure Letter sets forth the number, class, and series of Company Units outstanding, together with the name

of each registered holder as of the date hereof. As of the date hereof, Parent has been duly admitted as, and is, the sole member of the Company.

(b) Except

for (i) the Current Company Operating Agreement, (ii) this Agreement, and (iii) as disclosed on Section 4.3(b) of the Company Disclosure

Letter, (A) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase

or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, and (B) there is no

commitment by the Company or its Subsidiaries to issue equity securities, subscriptions, warrants, options, convertible or exchangeable

securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness,

to repurchase or redeem any securities of the Company or its Subsidiaries (other than repurchases, redemptions or other acquisitions of

any such capital stock or other equity security from directors, officers, employees or consultants in accordance with the terms of any

equity incentive plan or such Person’s employment, grant, consulting or subscription agreement, in each case, in accordance with

the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the

date of this Agreement in accordance with this Agreement) or to grant, extend, accelerate the vesting of, change the price of, or otherwise

amend any warrant, option, convertible or exchangeable security.

issued and outstanding Company Units are (i) duly authorized, validly issued, fully paid, and non-assessable (in each case, to the

extent that such concepts are applicable) and (ii) not subject to any preemptive rights created by statute, the Company’s Governing

Documents or any Contract to which the Company is a party. All issued and outstanding Company Units were issued in compliance with applicable

Legal Requirements.

(d) There

are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights

issued by any Company Group member.

(e) All

distributions, dividends, repurchases, and redemptions (if any), in respect of the equity securities of the Company were undertaken in

material compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and

in compliance with applicable Legal Requirements.

(f) Except

as set forth in the Company’s Governing Documents, this Agreement, or any agreement granting equity or equity-based compensation

awards, as well as the agreements set forth in Section 4.3(f) of the Company Disclosure Letter, there are no registration

rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which any Company

Group member is a party or by which any Company Group member is bound with respect to any ownership interests of the applicable Company

Group member.

(g) Except

as set forth in Section 4.3(g) of the Company Disclosure Letter and as provided for in this Agreement, as a result of the

consummation of the Transactions, no shares of capital stock, warrants, options or other securities of any Company Group member are issuable

and no rights in connection with any shares, warrants, options or other securities of any Company Group member accelerate or otherwise

become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(h) Except

as set forth in Section 4.3(h) of the Company Disclosure Letter, as of the date of this Agreement, no Company Group member

has any indebtedness for borrowed money, other than to any other member of the Company Group.

(i) Immediately prior to the

Effective Time, all issued and outstanding Company Units and Company Warrants will be comprised solely of (1) Company Units and

Company Warrants sold in the Company Investment pursuant to the Subscription Agreement executed concurrently with this Agreement at

a price of (A) $6.57 per Company Unit and (B) $6.57 less $0.0001 per Company Warrant, respectively, (2) Company Units and Company

Warrants sold in the Company Investment pursuant to any Subscription Agreements executed subsequently to the execution of this

Agreement at a price per Company Unit or Company Warrant of at least (A) $6.57 per Company Unit and (B) $6.57 less $0.0001 per Company Warrant, respectively, and (3) Class B Units issued to

Parent in respect of the Contribution reflecting a valuation of OpCo of $364,635,000 which is obtained by multiplying 55,500,000

Class B Units by $6.57 per Class B Unit.

4.4. Authority

Relative to this Agreement. Company and OpCo (together, the “Company

Parties” and each, a “Company Party”) and Parent each have or will have all requisite corporate or

other organizational power and authority to: (a) execute, deliver, and perform this Agreement and the other Transaction

Agreements to which such Company Party or Parent is or will as of the Closing be a party, and each ancillary document that such

Company Party or Parent has executed or delivered or is to execute or deliver pursuant to this Agreement prior to the Closing;

(b) carry out its obligations hereunder and thereunder; and (c) consummate the Transactions. The execution and delivery

by the Company Parties and Parent of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of

the Closing, it will be a party) and the consummation by such Company Party and Parent of the Transactions have been (or, in the

case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly

authorized by all requisite action on the part of such Company Party and Parent, and no other proceedings on the part of Parent or

any Company Party are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the other

Transaction Agreements to which Parent or any Company Party is a party have been (or, in the case of any Transaction Agreements to

be entered into by such Company Party or Parent after the date of this Agreement, will be upon execution thereof) duly and validly

executed and delivered by such Company Party or Parent and, assuming the due authorization, execution, and delivery thereof by the

other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party or Parent

after the date of this Agreement, will constitute) the legal and binding obligations of Parent or the applicable Company Party,

enforceable against Parent or such Company Party in accordance with its terms, except insofar as enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium, forbearance or similar laws affecting creditors’ rights

generally or by principles governing the availability of equitable remedies (regardless of whether enforcement is sought in a

proceeding at law or in equity) (the “Enforcement Exceptions”).

4.5. No Conflict; Required Filings and Consents.

(a) Except

as listed on Section 4.5(a) of the Company Disclosure Schedule, assuming receipt of the Required Regulatory Approval, the execution and

delivery by the Company Parties and Parent of this Agreement and the other Transaction Agreements to which such Company Party or Parent

is a party do not (or, in the case of any Transaction Agreements to be entered into by such Company Party or Parent after the date of

this Agreement, will not), the performance of this Agreement and the other Transaction Agreements to which such Company Party or Parent

is, or as of the Closing will be a party, by the applicable Company Party or Parent will not, and the consummation of the Transactions

will not: (i) conflict with or violate any Company Party’s or Parent’s Governing Documents; (ii) conflict with or

violate any applicable Legal Requirements; or (iii) result in any breach of or constitute a default (with or without notice or lapse

of time, or both) under, or impair the Company’s or any of its Subsidiaries’ rights or, in a manner adverse to the Company

Group, alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration

(including any forced repurchase) or cancellation under, or result in the creation of a Lien (other than any Permitted Lien) on any of

the material properties or material assets of the Company Group pursuant to, any Company Material Contracts, except, with respect to the

foregoing clauses (ii) and (iii) as has not had and would not reasonably be expected to be material to the Company Group,

taken as a whole.

(b) Except

as listed on Section 4.5(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by each Company Party or

Parent, or the other Transaction Agreements to which such Company Party or Parent is a party, does not, and the performance of its obligations

hereunder and thereunder and the consummation of the Transactions and the transactions contemplated by the other Transaction Agreements

will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except

for: (i) the filing of the Certificate of Merger in accordance with the DLLCA; (ii) the filing of the Registration Statement and any other

applicable requirements, if any, of the Securities Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder, and

appropriate documents received from or filed with the relevant authorities of other jurisdictions in which any Company Group member is

licensed or qualified to do business; (iii) the Required Regulatory Filings and the Required Regulatory Approvals; (iv) the filing and

approval of a listing application by PubCo with NASDAQ with respect to PubCo Common Stock to be issued as the Merger Consideration; and

(v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications has not

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

4.6. Compliance; Material

Permits.

(a) Except

as set forth in Section 4.6 of the Company Disclosure Letter, (i) the Company Group is in compliance with and, since the Reference

Date, has been in compliance with all applicable Legal Requirements with respect to the conduct, ownership and operation of its business,

except for failures to comply or violations which, have not had and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect or would not, to the Knowledge of the Company, reasonably be expected to be material to the Company

Group, taken as a whole, (ii) no written or, to the Knowledge of the Company, oral notice, of non-compliance with any applicable Legal

Requirement has been received by the Company Group from a Governmental Entity since the Reference Date.

(b) Each

member of the Company Group holds all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders

from Governmental Entities (“Material Permits”) necessary to carry out the regulated activities for which it has obtained

authorization, to own, operate and lease the properties it purports to own, operate or lease and to carry on its business as it is now

being conducted in all material respects. Each Material Permit held by the Company Group is valid, binding and in full force and effect

in all material respects. As of the date of this Agreement, except as set forth in Section 4.6 of the Company Disclosure Letter,

none of the Company Group (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both,

would constitute a default or violation) of any term, condition or provision of any such Material Permit or (ii) has received any

written notice from a Governmental Entity that has issued any such Material Permit that it intends to cancel, terminate, modify or not

renew any such Material Permit, except in the case of the foregoing clauses (i) and (ii) as would not, individually, or

in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole.

4.7. Financial

Statements.

(a) The

Company has made available to PubCo true and complete copies of: (i) the audited consolidated balance sheet of the Company and its

Subsidiaries as of December 31, 2025 and the related consolidated statements of income (loss), changes in shareholders’ equity

and cash flows of the Company and its Subsidiaries for the fiscal years then ended (the “Financial Statements”). The

Financial Statements: (A) present fairly, in all material respects, the financial position of the Company Group, as of the respective

dates thereof, and the results of their operations and their cash flows for the respective periods then ended; (B) have been prepared

in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and

(b) The

Company has established and maintained a system of internal controls that are sufficient to provide reasonable assurance (i) that

transactions, receipts and expenditures of the Company Group is being executed and made only in accordance with appropriate authorizations

of management of the Company and (ii) that transactions are recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain accountability for assets. To the Company’s Knowledge, there is no “material weakness”

in the internal controls over financial reporting of the Company Group.

4.8. No Undisclosed Liabilities.

The Company Group has no liabilities (whether direct or indirect, absolute, accrued, contingent or otherwise) of a nature required to

be disclosed on a balance sheet in accordance with GAAP, except: (a) liabilities provided for in, or otherwise disclosed or reflected

in the most recent balance sheet included in the Financial Statements or in the notes thereto; (b) liabilities arising in the ordinary

course of business of the Company or any of its Subsidiaries since the date of the most recent balance sheet included in the Financial

Statements; (c) liabilities incurred in connection with the Transactions; and (d) liabilities that would not reasonably be expected to

be, individually or in the aggregate, material to the Company Group, taken as a whole.

4.9. Absence of Certain

Changes or Events. Except as contemplated by this Agreement or as disclosed in the Financial

Statements, since the Reference Date through the date of this Agreement, (a) the Company Group has conducted its business in the ordinary

course of business, except as required by applicable Legal Requirements and (b) there has not been any Company Material Adverse

Effect.

4.10. Litigation.

Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole,

as of the date of this Agreement, other than as set forth in the Financial Statements or in Section 4.10 of the Company

Disclosure Letter, there is: (a) no Legal Proceeding pending or, to the Knowledge of the Company, threatened, or to the Knowledge of

the Company, any investigation, against any Company Group member or any of its properties or assets, or any of the directors or

executive officers of any Company Group member with regard to their actions as such, and to the Knowledge of the Company, no facts

exist that would reasonably be expected to form the basis for any such Legal Proceeding or investigation; (b) other than with

respect to audits, examinations or investigations in the ordinary course of business conducted by a Governmental Entity, no pending

or, to the Knowledge of the Company, threatened audit, examination or investigation by any Governmental Entity against any of the

Company Group or any of their respective properties or assets, or any of the directors or officers of any of the Company Group with

regard to their actions as such, and to the Knowledge of the Company, no facts exist that would reasonably be expected to form the

basis for any such audit, examination or investigation; (c) no pending or threatened Legal Proceeding or, to the Knowledge of

the Company, investigation, by any Company Group member against any third party; (d) no settlement or similar agreement that

imposes any material ongoing obligation or restriction on any Company Group member; and (e) no Order imposed or, to the Knowledge of

the Company, threatened to be imposed upon any Company Group member or any of its respective properties or assets, or any of the

directors or executive officers of any Company Group member with regard to their actions as such. There is no pending or, to the

Knowledge of the Company, threatened Legal Proceeding challenging or seeking to enjoin, alter or materially delay the

Transactions.

4.11. Employee

Benefit Plans.

(a) Schedule 4.11(a)

of the Company Disclosure Letter sets forth a true, correct and complete list of each material Company Group Employee Benefit Plan that

(i) provides for transaction, retention or change in control payments or benefits or tax gross-ups, (ii) is an equity plan or form award

agreement that provides for equity or equity-based incentive compensation or (iii) is a defined contribution benefit plan, defined benefit

pension plan, nonqualified deferred compensation plan or retiree medical plan not required to be maintained, sponsored or contributed

to by applicable Legal Requirements. The Company Group has, to the extent permitted by applicable Legal Requirements, provided PubCo with

a copy of any employment agreement with a current employee with annual base salary in excess of $350,000.

(b) As

of the date of this Agreement, each Company Group Employee Benefit Plan has been established, maintained and administered in all material

respects in accordance with its terms and with all applicable Legal Requirements. As of the date of this Agreement, no non-exempt “prohibited

transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or is reasonably expected to

occur with respect to any Company Group Employee Benefit Plan that would result in any liability that is material to the Company Group,

taken as a whole.

as would not result in any liability that is material to the Company Group, taken as a whole, each Company Group Employee Benefit Plan

intended to qualify under Section 401 of the Code does so qualify, and any trusts intended to be exempt from U.S. federal income

taxation under the provisions of Section 401(a) of the Code are so exempt and, to the Knowledge of the Company, nothing has

occurred with respect to the operation of the Company Group Employee Benefit Plans that would reasonably be expected to cause the denial

or loss of such qualification or exemption.

(d) No

member of the Company Group or any of its respective ERISA Affiliates has at any time in the past six (6) years sponsored or been

obligated to contribute to, or had any liability in respect of: (i) an “employee pension benefit plan” (as defined in

Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any

“multiemployer plan” within the meaning of Section (3)(37) of ERISA); (ii) a “multiple employer plan”

as defined in Section 413(c) of the Code; or (iii) a “multiple employer welfare arrangement” within the meaning

of Section 3(40) of ERISA.

(e) As

of the date of this Agreement, none of the Company Group Employee Benefit Plans provides for, and the Company Group has no material liability

in respect of, any material post-retiree health, welfare or life insurance benefits or coverage for any participant or any beneficiary

of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state

or other Legal Requirements.

(f) As

of the date of this Agreement, with respect to any Company Group Employee Benefit Plan, no actions, suits, claims (other than routine

claims for benefits in the ordinary course), audits, inquiries, proceedings or lawsuits are pending or, to the Knowledge of the Company,

threatened against any Employee Benefit Plan or against any fiduciary thereof with respect thereto that could reasonably result in any

liability that is material to the Company Group, taken as a whole.

(g) Except

as could not reasonably result in any material liability to the Company Group, taken as a whole, all contributions, reserves or premium

payments required to be made or accrued to the Company Group Employee Benefit Plans have been timely made or accrued in all material respects.

(h) Except

that could not reasonably result in any liability that is material to the Company Group, taken as a whole, neither the execution and delivery

of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result

in any payment or benefit becoming due to any current or former employee, contractor or director of the Company or its Subsidiaries under

any Company Group Employee Benefit Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or

former employee, individual independent contractor or director of the Company or its Subsidiaries under any Company Group Employee Benefit

Plan; or (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee,

contractor or director of the Company or its Subsidiaries under any Company Group Employee Benefit Plan.

(i) The

Company maintains no obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such

individual, including under Sections 409A or 4999 of the Code or otherwise.

(j) As

of the date of this Agreement, with respect to each Company Group Employee Benefit Plan subject to the Legal Requirements of any jurisdiction

outside the United States, including all pension, health, medical, welfare, benefit and other employment plans, whether pre or post-retirement

plans (each, a “Foreign Plan”), except that could not reasonably result in

any liability that is material to the Company Group, taken as a whole, (i) each such Foreign Plan is in compliance with the applicable

Legal Requirement of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable

to such Foreign Plan, (ii) there are no pending investigations by any Governmental Entity involving such Foreign Plan, and no pending

Legal Proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (iii) all employer

and employee contributions to each such Foreign Plan required by applicable Legal Requirements or by the terms of such Foreign Plan have

been made, (iv) each such Foreign Plan required to be registered has been registered and has been maintained in good standing with

applicable regulatory authorities and, to the Knowledge of the Company, no event has occurred since the date of the most recent approval

or application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good

standing, (v) each such Foreign Plan required to be fully funded or fully insured or fully accrued in the financial statements of

any Company Group member, is fully funded or fully insured, including any back-service obligations, on an ongoing basis (determined using

reasonable actuarial assumptions) in compliance with all applicable Legal Requirements, (vi) each Foreign Plan required to be registered

has been registered and has been maintained in good standing with applicable regulatory and administrative authorities and is approved

by any applicable taxation authorities to the extent such approval is available, (vii) no Foreign Plan has unfunded liabilities that will

not be offset by insurance or that are not fully accrued on the Financial Statements and (viii) the consummation of the Transactions will

not by itself be reasonably expected to create or otherwise result in any liability with respect to such Foreign Plan.

4.12. Labor Matters.

(a) No

member of the Company Group is a party to or bound by any labor agreement, collective bargaining agreement or other labor Contract applicable

to current employees of any Company Group member. No employees of the Company Group is represented by any labor union, labor organization,

or works council with respect to their employment with the Company Group. There are no representation proceedings or petitions seeking

a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National

Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought,

filed or made since the Reference Date that resulted in a material liability to the Company Group, taken as a whole. Since the Reference

Date, there have been no labor organizing activities involving any Company Group member or with respect to any employees of the Company

Group or, to the Knowledge of the Company, threatened by any labor organization, work council or group of employees.

(b) Since

the Reference Date, there have been no strikes, work stoppages, slowdowns, lockouts or arbitrations, material grievances, unfair labor

practice charges or other material labor disputes pending or, to the Knowledge of the Company, threatened against or affecting the Company

Group involving any employee or former employee of, or other individual who provided services to, any Company Group member.

of the date of this Agreement, none of the Company’s officers or Key Employees has given written notice to any Company Group member

of any intent to terminate his, her or their employment with the Company. The Company Group is in compliance with and since the

Reference Date have been in compliance with, and, to the Knowledge of the Company, each of their employees is in compliance with

and since the Reference Date has been in compliance with, the terms of any employment, nondisclosure or restrictive covenant agreements

between any Company Group member and such employees, in each case except as has not been and would not reasonably be expected to be, individually

or in the aggregate, material to the Company Group taken as a whole.

(d) Each

member of the Company Group has complied and is in compliance in all material respects with all employee-related notification, information,

consultation, co-determination and bargaining obligations arising under any applicable collective bargaining agreement or Legal Requirement.

(e) To

the Knowledge of the Company, no written notice or written complaint from or on behalf of any present or former employee of, or worker

or independent contractor to, any Company Group member has been received by any Company Group member since the Reference Date asserting

or alleging sexual harassment or sexual misconduct against any current or former officer, director or Key Employee of any Company Group

member.

(f) Except

as disclosed on Section 4.12(f) of the Company Disclosure Letter, since the Reference Date through the date of this Agreement,

there have been no material Legal Proceedings against the Company Group pending or, to the Knowledge of the Company, threatened in writing

that would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment

Legal Requirement, or employment practice of any Company Group member. Since the Reference Date, no Company Group has received any written

notice of intent by any Governmental Entity responsible for the enforcement of labor and employment Legal Requirement to conduct or initiate

a material investigation, audit or Legal Proceeding relating to any employment or labor Legal Requirement or employment practice of any

Company Group member. Each member of the Company Group is, and has been since the Reference Date, in material compliance with all applicable

Legal Requirements respecting employment and employment practices, including all laws respecting terms and conditions of employment, wages

and hours, the Worker Adjustment and Retraining Notification Act, and any similar foreign, state or local “mass layoff” or

“plant closing” laws (the “WARN Act”), collective bargaining,

immigration and work eligibility, benefits, social benefits contributions, severance pay, pension, privacy issues, labor relations, harassment,

discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health, workers’ compensation and

the collection and payment of withholding and/or social security taxes and any similar tax.

(g) There

has been no “mass layoff,” “plant closing” or other similar event under the WARN Act with respect to any Company

Group member since the Reference Date, and the Transactions will not prior to or through the Closing result in a “mass layoff”

or “plant closing” or other similar event under the WARN Act.

(h) To

the Knowledge of the Company, as of the date of this Agreement, no member of the Company Group is liable for any arrears of wages or penalties

with respect thereto, except in each case as has not been and would not reasonably be expected to be, individually or in the aggregate,

material to the Company Group taken as a whole. All amounts that the Company Group is legally or contractually required either (i) to

deduct from the employees’ salaries and/or to transfer to the employees’ pension, pension fund, pension insurance fund, managers’

insurance, severance fund, insurance and other funds for or in lieu of severance or provident fund, life insurance, incapacity insurance,

continuing education fund or other similar funds or insurance; or (ii) to withhold from their employees’ wages and to pay to any

Governmental Entity as required by applicable Legal Requirements have been duly deducted, transferred, withheld and paid, and the Company

Group does not have any outstanding obligations to make any such withholding or payment, other than (A) with respect to an open payroll

period or (B) as would not result in material liability to the Company Group, taken as whole.

4.13. Real Property; Tangible

Property.

(a) No

member of the Company Group currently owns any real property or has, since the Reference Date, owned any real property.

(b) Section

4.13(b)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of each material real property lease to which

any Company Group member is a party as of the date of this Agreement (the “Company Real Property Leases”). Except as

set forth on Section 4.13(b)(ii) of the Company Disclosure Letter, and except for each Company Real Property Lease that has terminated

or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would, individually or in the

aggregate, reasonably be expected to be material to the Company Group, taken as a whole: (x) each Company Real Property Lease is in full

force and effect and represents a legal, valid and binding obligation of the applicable Company Group member party thereto (in each case,

other than any Company Real Property Lease that terminates or expires in accordance with its terms after the date of this Agreement) and,

to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case

to the Enforcement Exceptions), (y) neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material

breach of or in default under, and no event has occurred which, with notice or lapse of time or both, would become a material breach of

or default under, any Company Real Property Lease, and (z) as of the date of this Agreement, no party to any Company Real Property Lease

has given any written notice of any claim of any such breach, default or event.

4.14. Taxes.

(a) All

material Tax Returns required to be filed by or on behalf of each member of the Company Group have been duly and timely filed with the

appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all material respects. All material amounts

of Taxes payable by or on behalf of each Company Group member (whether or not shown on any Tax Return) have been fully and timely paid,

except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have

been made in accordance with U.S. GAAP.

(b) Each

member of the Company Group has complied in all material respects with all applicable Legal Requirements related to the withholding and

remittance of all material amounts of Tax and withheld and paid all material amounts of Taxes required to have been withheld and paid

to the appropriate Governmental Entity.

claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental

Entity in writing (nor to the Company’s Knowledge is there any) against any Company Group member which has not been paid or resolved.

(d) No

material Tax audit or other examination of any Company Group member by any Governmental Entity is presently in progress, nor has the Company

been notified in writing of any (nor to the Company’s Knowledge is there any) request or threat for such an audit or other examination.

(e) There

are no Liens for Taxes (other than Permitted Liens) on any of the assets of the Company Group.

(f) Each

member of the Company Group has no liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Financial

Statements, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in connection

with the operation of the business of the Company Group in the ordinary course of business.

(g) No

member of the Company Group: (i) has any liability for the Taxes of another Person (other than another Company Group member) pursuant

to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Legal Requirements) or as a transferee

or a successor or by Contract (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal

purpose of which is not related to Taxes); (ii) is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement

(excluding commercial agreements entered into in the ordinary course of business and the principal purposes of which is not related to

Taxes); or (iii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state

or local income Tax purposes, other than a group the common parent of which was and is the Parent or the Company.

(h) No

member of the Company Group: (i) has consented to extend the time in which any material amount of Tax may be assessed or collected

by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or

(ii) has entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of

the Code for a taxable period for which the applicable statute of limitations remains open.

(i) Each

member of the Company Group is registered for the purposes of sales Tax, use Tax, value added Taxes or any similar Tax in all jurisdictions

where it is required by law to be so registered, in each case in all material respects, and has complied in all material respects with

all Legal Requirements relating to such Taxes.

(j) No

member of the Company Group 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) years prior to the date of this Agreement.

(k) No

member of the Company Group will be required to include any material item of income in, or exclude any material item or deduction from,

taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and

ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: (i) an installment sale

or open transaction disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior

to the Closing Date, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local

or foreign Legal Requirements); (iii) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date,

other than in respect of such amounts reflected in the balance sheets included in the Financial Statements, or received in the ordinary

course of business since the date of the most recent balance sheet included in the Financial Statements; or (iv) any closing agreement

pursuant to Section 7121 of the Code or any similar provision of state, local or foreign Legal Requirements.

(l) Within

the last five (5) years, no claim has been made in writing (nor to the Company’s Knowledge has any claim been made) by any Governmental

Entity in a jurisdiction in which any Company Group member does not file Tax Returns that is or may be subject to Tax by, or required

to file Tax Returns in, that jurisdiction.

(m) No

member of the Company Group has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office

or fixed place of business in a country other than the country in which it is organized or resident for purposes of such country’s

Tax.

(n) The

consummation of the Transactions will not, either alone or in combination with another event, result in any “excess parachute payment”

to any Company Group officer, director or other service provider under Section 280G of the Code. No Company Group plan, policy, agreement,

program or arrangement, whether or not subject to ERISA, whether oral or written, provides for a Tax gross-up, make-whole or similar payment

with respect to the Taxes imposed under Sections 409A or 4999 of the Code.

4.15. Environmental Matters.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a) the

Company Group is and has since the Reference Date been in compliance with all Environmental Laws;

(b) neither

the Company nor its Subsidiaries are party to any unresolved, pending or, to the Knowledge of the Company, threatened Legal Proceeding

arising under or related to Environmental Laws; and

the Knowledge of the Company, no conditions currently exist with respect to any valid, binding and enforceable leasehold interest under

each of the each of the real property leases under which it is a party as of the date of this Agreement as a lessee that would reasonably

be expected to result in any member of the Company Group incurring liabilities or obligations under Environmental Laws.

4.16. Intellectual Property.

(a) Section 4.16(a) of

the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of all of the following

Intellectual Property that is owned by, and material to, the Company Group: (i) issued Patents and pending applications for Patents;

(ii) registered Trademarks and pending applications for registration of Trademarks; (iii) registered Copyrights and pending

applications for registration of Copyrights; (iv) Internet domain names (the Intellectual Property referred to in clauses (i) through

(iv), without any limitations as to materiality, collectively, the “Company Registered Intellectual Property”); and

(v) material unregistered Trademarks. All of the Owned Intellectual Property is valid and subsisting and, to the Knowledge of the

Company, enforceable in all material respects. All necessary registration, maintenance, renewal, and other relevant filing fees due through

the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely

filed with the relevant Patent, Trademark, Copyright, domain name registrar, or other authorities in the United States or foreign jurisdictions,

as the case may be, for the purpose of maintaining each material item of the Company Registered Intellectual Property.

(b) The

Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property

and has, to the Knowledge of the Company, a license, sublicense or otherwise possesses legally enforceable rights to use all other material

Intellectual Property used in the conduct of the businesses of the Company Group as presently conducted, free and clear of all Liens (other

than Permitted Liens). The Owned Intellectual Property and the Licensed Intellectual Property when used within the scope of the applicable

Inbound Licenses include all of the Intellectual Property necessary for each of the Company Group to conduct its business as currently

conducted in all material respects.

the Knowledge of the Company, since the Reference Date, the Owned Intellectual Property and the conduct of the businesses of the Company

Group has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual

Property rights of any Person. To the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated,

or is infringing, misappropriating or otherwise violating, any of the Owned Intellectual Property, and no such claims have been made in

writing against any third party by any member of the Company Group since the Reference Date.

(d) Since

the Reference Date, except as set forth in Section 4.16(d) of the Company Disclosure Letter, there has been no action pending

against any member of the Company Group and the Company has not received since the Reference Date any written notice from any Person pursuant

to which any Person is: (i) alleging that the conduct of the business of any member of the Company Group is infringing, misappropriating

or otherwise violating any Intellectual Property rights of any third party; or (ii) contesting the use, ownership, validity or enforceability

of any of the Owned Intellectual Property. None of the Owned Intellectual Property is subject to any pending or outstanding injunction,

order, judgment, settlement, consent order, ruling or other disposition of dispute that adversely restricts the use, transfer or registration

of, or adversely affects the validity or enforceability of, any such Owned Intellectual Property.

(e) Except

as would not be expected to have a Company Material Adverse Effect, no past or present director, officer, employee, consultant or independent

contractor of any member of the Company Group owns (or has any claim or any right (whether or not currently exercisable)) to any ownership

interest in or to other rights in any Owned Intellectual Property (other than the right to use such material Owned Intellectual Property

in the performance of their activities for the Company Group). Each of the past and present directors, officers, employees, consultants

and independent contractors of any member of the Company Group who are or were engaged in creating or developing any Owned Intellectual

Property for the Company Group has executed and delivered a written agreement, pursuant to which such Person has: (i) agreed to

hold all Trade Secrets of such member of the Company Group (or of another Person and held by such member of the Company Group) in confidence

both during and for certain periods after such Person’s employment or retention, as applicable; (ii) presently assigned to

such member of the Company Group all of such Person’s rights, title and interest in and to all such Owned Intellectual Property

created or developed for such member of the Company Group in the course of such Person’s employment or retention thereby; and (iii) agreed

to waive all moral rights such Person may have in any such work which such Person created or authored for such member of the Company Group

in the course of such Person’s employment or retention thereby. To the Knowledge of the Company, no such Person is in violation

of any such agreement. As of the date of this Agreement, there are no pending or, to the Company’s Knowledge, threatened, claims

from current or former directors, employees or contractors of a member of the Company Group in any jurisdiction for compensation or remuneration

for inventions invented, copyright works created or any similar claim.

(f) Each

member of the Company Group, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value

of all material Trade Secrets included in the Owned Intellectual Property (or owned by another Person and held by such member of the Company

Group). To the Knowledge of the Company, no Trade Secret that is material to the business of the Company Group has been disclosed

to any member of the Company Group’s past or present employees or any other Person, other than as subject to an agreement restricting

the disclosure and use of such Trade Secret, and to the Knowledge of the Company, there is no uncured breach by any employee or Person

under any such agreement.

(g) No

funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution

has been or is being used in any material respect to create, in whole or in part, any Owned Intellectual Property. To the Knowledge

of the Company, no current or former employee, consultant or independent contractor of any member of the Company Group who contributed

to the creation or development of any material Owned Intellectual Property was performing services for a Governmental Entity or any university,

college, research institute or other educational institution related to the Company Group’s businesses during a period of time during

which such employee, consultant or independent contractor was also performing services for any member of the Company Group.

(h) Each

member of the Company Group, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value

of the source code included in the Company Group Software. No source code for any Company Group Software has been delivered, licensed

or made available, and no member of the Company Group has any duty or obligation to deliver, license or make available any such source

code, to any escrow agent or other Person who is not, as of the date of this Agreement, an employee or contractor of the Company Group

subject to confidentiality obligations to the Company Group with respect to such source code.

(i) To

the Knowledge of the Company, the Company Group Software does not contain any viruses, worms, Trojan horses, bugs, faults or other devices,

errors, contaminants or code that could (i) materially disrupt or materially and adversely affect the functionality of the Company

Group Software, or (ii) enable or assist any Person to access without authorization, any Company Group member Software, except for

access disclosed in the documentation of such member of the Company Group Software.

(j) The

Company or one of its Subsidiaries owns, or has a valid right to access and use pursuant to a written agreement (which, for the avoidance

of doubt, shall include standard click-through agreements), all computer systems, including the Software, hardware, networks, interfaces,

platforms and related systems, databases, websites and equipment, used by any Company Group member to process, store, maintain and operate

data, information and functions that are material to and used in connection with the businesses of the Company Group (collectively, the

“Company IT Systems”). The Company IT Systems are sufficient for the

operation of the businesses of the Company Group as currently conducted. Since the Reference Date, there have been no failures,

breakdowns, continued substandard performance or other adverse events affecting any such Company IT Systems that have caused or, to the

Knowledge of the Company, could reasonably be expected to result in the substantial disruption or interruption in or to the use of such

Company IT Systems or the conduct of the business of the Company Group. To the Knowledge of the Company, the Company IT Systems

do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or code that could (i) materially

disrupt or materially and adversely affect the functionality of the Company IT Systems, or (ii) enable or assist any Person to access

without authorization, any Company IT Systems, except for access disclosed in the documentation of such Company IT Systems.

(k) The

Company Group has not incorporated any Open Source Software in, or used any Open Source Software in connection with, any Company Group

Software developed, licensed, distributed, used or otherwise exploited by any member of the Company Group in a manner that requires the

contribution, licensing or disclosure to any third party of any material portion of any proprietary Company Group source code or that

would otherwise transfer the rights of ownership in any Owned Intellectual Property of the Company Group to any Person. The Company Group

is in material compliance with the terms and conditions of all relevant licenses for Open Source Software used in the business of the

Company Group, including notice obligations.

(l) The

execution and delivery of this Agreement by the Company Group and the consummation of the Transactions will not: (i) result in the

breach of, or create on behalf of any third party the right to terminate or modify, any agreement relating to any Owned Intellectual Property

or Licensed Intellectual Property; (ii) result in or require the grant, assignment or transfer to any other Person (other than PubCo

or any of its Affiliates) of any license or other right or interest under, to or in any Owned Intellectual Property; or (iii) cause

a loss or impairment of any Owned Intellectual Property or Licensed Intellectual Property.

4.17. Privacy.

(a) Each

member of the Company Group has since the Reference Date at all times (in the case of any such Person, during the time such Person was

acting for or on behalf of such member of the Company Group and as applicable to such member of the Company Group) complied in all material

respects with: (i) all applicable Privacy Laws; (ii) each Company Group member’s applicable policies regarding the processing

of Personal Information; and (iii) each Company Group member’s applicable contractual obligations with respect to the receipt,

collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal,

destruction, disclosure, or transfer (including cross-border) of Personal Information. None of the Company Group members has, since

the Reference Date, (A) received any written claims of, nor has any member of the Company Group been charged with, a violation of

any Privacy Laws, applicable privacy policies, or contractual commitments with respect to Personal Information or (B) been subject

to any threatened, in writing, investigations, notices or requests from any Governmental Entity in relation to their data processing activities.

None of the Company Group members is in material violation of its applicable privacy policies, rules or notices (including its own). None

of the disclosures made or contained in the Company Group’s applicable privacy policies or other disclosures of the Company Group

has been misleading or deceptive or in violation of any applicable laws in any material respect.

(b) Each

member of the Company Group has, as applicable, since the Reference Date, (i) implemented and maintained appropriate and commercially

reasonable safeguards, which safeguards are consistent with practices in the industry in which the applicable Company Group operates,

to protect Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized

access, use, modification or disclosure, and (ii) except as could not result in any material liability to the Company Group, taken as

a whole, entered into data protection agreements as mandated by applicable Privacy Laws with all third party service providers, outsourcers,

processors or other third parties who process, store or otherwise handle Personal Information for or on behalf of the Company Group that

obligate such Persons to comply with applicable Privacy Laws and to take appropriate steps to protect and secure Personal Information

and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification

or disclosure. To the Knowledge of the Company, any third party who has provided Personal Information to the Company Group has done so

in compliance with applicable Privacy Laws, including providing any notice and obtaining any consent required under such Privacy Laws.

as set forth in Section 4.17(c) of the Company Disclosure Letter, to the Knowledge of the Company, since the Reference Date

through the date of this Agreement, (i) there have been no material breaches, security incidents, misuse of or unauthorized access

to or disclosure of any Personal Information in the possession or control of the Company Group or collected, used or processed by or on

behalf of the Company Group, and (ii) none of the Company Group members has provided or been legally or contractually required to

provide any notices to any Person in connection with a disclosure of Personal Information since the Reference Date. Each member

of the Company Group has implemented, consistent with practices in the industry in which the Company Group operates, disaster recovery

and business continuity plans, and taken actions consistent with such plans to safeguard the data and Personal Information in its possession

or control.

4.18. Agreements, Contracts

and Commitments.

(a) Section 4.18(a) of

the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is

in effect as of the date of this Agreement. For purposes of this Agreement, “Company

Material Contract” means each of the following Contracts to which a member of the Company Group is a party as of the

date of this Agreement, in each case, other than any Company Group Employee Benefit Plan or Company Group Real Property Lease:

(i) each

Contract that involved the expenditure or receipt by the Company Group of more than $2,000,000 in the aggregate during the twelve-month

period ending on December 31, 2025 or would involve the expenditure or receipt by Company Group of more than $2,000,000 in the aggregate

in the twelve-month period ending December 31, 2026;

(ii) any

Contract that purports to limit in any material respect (A) the localities in which the Company Group’s businesses may be conducted,

(B) any Company Group member from engaging in any line of business or (C) any Company Group member from developing, marketing

or selling products or services, including any non-compete agreements or agreements limiting the ability of any member of the Company

Group from soliciting customers or employees;

(iii) any

Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract

solely between or among any member of the Company Group;

(iv) any

Contract for or relating to any borrowing of money by or from the Company in excess of $1,000,000 (excluding any intercompany arrangements

solely between or among any member of the Company Group);

(v) each

Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which the Company Group

would be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets

or business of any other Person;

(vi) any

Contracts relating to the sale of any operating business of any Company Group member or the acquisition by any Company Group member of

any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor

in an amount in excess of $1,000,000 and for which any Company Group member has any material outstanding obligations (other than customary

non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into

in the ordinary course of business);

(vii) any

labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization,

or works council;

(viii) any

material Contract under which any member of the Company Group: (A) licenses Intellectual Property from any third party (an “Inbound

License”), other than Incidental Inbound Licenses; or (B) licenses Intellectual Property to any third party (other than (1)

non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary

course of business whereby any member of the Company Group provides another Person a limited, non-exclusive right to access or use Trade

Secrets and (2) other non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business);

and

(ix) any

obligation to make any material payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock

of other Persons.

(b) Except

for each Company Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing

Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable

Company Group member party thereto and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties

thereto (subject in each case to the Enforcement Exceptions). Neither the applicable Company Group member nor, to the Knowledge of the

Company, any other party thereto, is in material breach of or in default under, and no event has occurred which, with notice or lapse

of time or both, would become a breach of or default under, any Company Material Contract, and, as of the date of this Agreement, no party

to any Company Material Contract has given any written notice (i) of any claim of any such breach, default or event or (ii) that it intends

to cease doing business with any Company Group member or materially decrease the volume of business that it presently conducts with any

Company Group member. True, correct and complete copies of all Company Material Contracts have been made available to PubCo.

4.19. Insurance.

The Company Group maintains insurance policies or fidelity or surety bonds covering its assets, business, equipment, properties,

operations, employees, officers and directors (collectively, the “Insurance

Policies”) covering all material insurable risks in respect of its business and assets, and the Insurance Policies

are in full force and effect. To the Knowledge of the Company, the coverages provided by such Insurance Policies are usual and

customary in amount and scope for the Company Group’s business and operations as concurrently conducted, and sufficient to

comply with any insurance required to be maintained by Company Material Contracts. No written notice of cancellation or

termination has been received by any Company Group member with respect to any of the effective Insurance Policies. There is no

pending material claim by any Company Group member against any insurance carrier under any of the existing Insurance Policies for

which coverage has been denied or disputed by the applicable insurance carrier (other than a customary reservation of rights

notice).

4.20. Transactions

with Related Parties. Except (a) the Employee Benefit Plans, (b) Contracts relating to

labor and employment matters set forth in the Company Disclosure Letter or that are entered into after the date of this Agreement to

the extent no Company Group was prohibited from entering into such Contract by Section 6.1, (c) Contracts between or

among the Company Group, (d) indemnification agreements between or among any director or officer of any member of the Company Group,

on the one hand, and any member of the Company Group, on the other hand, (e) employee confidentiality and invention assignment

agreements, (f) Contracts entered into on an arm’s-length basis and in the ordinary course of business between any member of

the Company Group, on the one hand, and a Company Member, on the other hand, (g) the payment of salary, bonuses and other

compensation for services rendered, and (h) any Contract related to any Person’s ownership of Company Units or other

securities of any member of the Company Group, none of the Company Group members is party to any Contract with any (i) present or

former officer or director of the Company Group, or a member of his or her immediate family, or (ii) Affiliate of the Company

Group.

4.21. Information

Supplied. The information relating to Parent and the Company Group to be supplied by

or on behalf of Company for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement/Prospectus

will not, on the date of filing thereof or the date that it is first mailed to the PubCo Stockholders, as applicable, or at the time

of the PubCo Special Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of any 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 are made, not false or misleading at the time and in light of the circumstances under

which such statement is made. Notwithstanding the foregoing, no representation is made with respect to the information that has been

or will be supplied by PubCo or Merger Sub or any of its Representatives for inclusion in the Registration Statement or the Proxy

Statement/Prospectus or any projections or forecasts included therein.

4.22. Anti-Bribery;

Anti-Corruption. Since the Reference Date, none of the Company Group or, to the Knowledge

of the Company, any member of the Company Group’s respective directors, officers, employees or any other Persons, in each

case, acting on their behalf, at their direction or for their benefit, has, in connection with the operation of the business of the

Company Group, and in each case in all material respects, directly or indirectly: (a) made, offered or promised to make or

offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the

benefit of any government official, candidate for public office, political party or political campaign, or any official of such

party or campaign, for the purpose of: (i) influencing any act or decision of such government official, candidate, party or

campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any

official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining

business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or

(v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff,

influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or

promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or

maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or

inaccurate books and records related to any of the foregoing; or (f) otherwise violated any provision of the Foreign Corrupt

Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the United Kingdom Bribery Act 2010, OECD Convention on

Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, United

States Currency, Foreign Transactions Reporting Act of 1970, or any other applicable anti-corruption or anti-bribery Legal

Requirements (the “Anti-Corruption Laws”). No member of the Company Group or any member of the Company

Group’s respective directors, officers or, to the Knowledge of the Company, any member of the Company Group’s respective

employees or any other Persons acting on their behalf, at their direction or for their benefit, and in each case in all material

respects, (i) is or has been the subject of an unresolved claim or allegation by a Governmental Entity, relating to (A) any

potential violation of applicable Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate,

payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official,

to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other

communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation

of, or failure to comply with, any Anti-Corruption Law. Since the Reference Date, the Company Group has had and maintained a system

or systems of internal controls reasonably designed to ensure compliance with the Anti-Corruption Laws and applicable

Anti-Corruption Laws.

4.23. International

Trade; Sanctions.

(a) Since

the Reference Date, the Company Group, the Company Group’s respective directors, officers, Affiliates and, to the Knowledge of the

Company, any member of the Company Group’s respective employees or any other Persons acting on their behalf, in connection with

the operation of the business of the Company Group, and in each case in all material respects: (i) have been in compliance with all applicable

Customs & International Trade Laws; (ii) have obtained all import and export licenses and all other consents, notices, waivers, approvals,

orders, authorizations, registrations, declarations, classifications and filings required for the export, deemed export, import, re-export,

deemed re-export or transfer of goods, services, software and technology required for the operation of the respective businesses of the

Company Group, including the Customs & International Trade Authorizations; (iii) have not been the subject of any civil or criminal

fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment or denial of future Customs

& International Trade Authorizations in connection with any actual or alleged violation of any applicable Customs & International

Trade Laws; and (iv) have not received any actual or, to the Knowledge of the Company, threatened claims, investigations or requests for

information by a Governmental Entity with respect to Customs & International Trade Authorizations and compliance with applicable Customs

& International Trade Laws and have not made any disclosures to any Governmental Entity with respect to any actual or potential noncompliance

with any applicable Customs & International Trade Laws. The Company Group has in place adequate controls and systems reasonably designed

to ensure compliance with applicable Customs & International Trade Laws in each of the jurisdictions in which the Company Group or

any of their respective Affiliates is incorporated or does business.

(b) None

of the Company Group members or any member of the Company Group’s respective directors, officers or, to the Knowledge of the Company,

any member of the Company Group’s respective Affiliates, employees or any other Persons acting on their behalf is or has been since

the Reference Date, a Sanctioned Person. Since the Reference Date, the Company Group and the Company Group’s respective directors,

officers or, to the Knowledge of the Company, any member of the Company Group’s respective Affiliates, employees or any other Persons

acting on their behalf have, in connection with the operation of the business of the Company Group, been in material compliance with any

applicable Sanctions. Since the Reference Date, (i) no Governmental Entity has initiated any action or imposed any civil or criminal fine,

penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations against any member of the Company

Group or any of their respective directors, officers or, to the Knowledge of the Company, any member of the Company Group’s respective

employees or any other Persons acting on their behalf in connection with any actual or alleged violation of any applicable Sanctions,

(ii) there have been no actual or threatened claims or requests for information by a Governmental Entity received by a Company Group with

respect to the Company Group’s or any of their respective Affiliates’ compliance with applicable Sanctions and (iii) no disclosures

have been made to any Governmental Entity with respect to any actual or potential noncompliance with applicable Sanctions. The Company

Group has in place adequate controls and systems reasonably designed to ensure compliance with applicable Sanctions.

4.24. Company

Investment.

(a) The Company has delivered

to PubCo true, correct and complete copies of all definitive agreements related to the Company Investment, including the

Subscription Agreement, pursuant to which the Subscriber (as defined in the Subscription Agreement) party thereto has agreed,

subject to the terms and conditions set forth therein, to purchase Company Units at a price per unit of at least $6.57 and/or

Company Warrants at a price of at least $6.57 less $0.0001 per Company Warrant. The Subscription Agreement has not been amended or

modified following the date of this Agreement, no such amendment or modification is contemplated, and the respective obligations and

commitments contained in the Subscription Agreement have not been withdrawn or rescinded in any respect.

(b) The Subscription Agreement is in full force and effect and is the legal, valid, binding and enforceable obligation

of the Company, and, to the Knowledge of the Company, each of the Subscriber. There are no conditions precedent or other contingencies

related to the funding of the full amount of the Company Investment, other than as expressly set forth in the Subscription Agreement.

No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute

a default or breach on the part of the Company or, to the Knowledge of the Company, any Purchaser under the Subscription Agreement. The

Company has no reason to believe that any of the conditions to the Company Investment as contemplated by the Subscription Agreement will

not be satisfied.

4.25. Brokers.

Except as set forth on Section 4.25 of the Company Disclosure Letter, the Company Group does not have any liability for brokerage,

finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or the Transactions on

account of Contracts entered into by any Company Group member.

4.26. Takeover Laws

Inapplicable. No “moratorium,” “control share acquisition,”

“business combination,” “fair price,” or other form of anti-takeover Legal Requirement is applicable to the

Merger and the other Transactions.

4.27. Disclaimer of

Other Warranties. EACH OF PARENT AND THE COMPANY PARTIES HEREBY ACKNOWLEDGES THAT,

EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V OR IN ANY OTHER TRANSACTION AGREEMENT, NEITHER PUBCO NOR MERGER SUB NOR ANY

AFFILIATE OR REPRESENTATIVE OF PUBCO OR MERGER SUB HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR

WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PARENT OR THE COMPANY PARTIES OR THEIR RESPECTIVE AFFILIATES OR

REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PUBCO OR MERGER SUB OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS, OR

PROPERTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND

WARRANTIES EXPRESSLY MADE BY PUBCO OR MERGER SUB IN ARTICLE V OR BY PUBCO, MERGER SUB, OR ANY OF THEIR RESPECTIVE

AFFILIATES IN ANY OTHER TRANSACTION AGREEMENT, NONE OF PUBCO, MERGER SUB, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR

RESPECTIVE REPRESENTATIVES IS MAKING OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH

RESPECT TO: (A) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO PARENT, THE COMPANY PARTIES, THEIR SUBSIDIARIES OR ANY OF

THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF PUBCO OR MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS;

(B) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (C) ANY FINANCIAL PROJECTION,

FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO PUBCO, MERGER SUB, OR THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES,

PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING. EACH OF PARENT AND THE

COMPANY PARTIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON, AND EACH OF PARENT AND THE COMPANY PARTIES HEREBY EXPRESSLY DISCLAIMS

RELIANCE ON, ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OF THE OTHER

TRANSACTION AGREEMENTS. EACH OF PARENT AND THE COMPANY ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT

INVESTIGATION AND VERIFICATION OF PUBCO, MERGER SUB, AND THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL

CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS, AND IN MAKING ITS DETERMINATION, EACH OF PARENT AND THE COMPANY

PARTIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND

WARRANTIES OF PUBCO AND MERGER SUB EXPRESSLY SET FORTH IN THIS AGREEMENT AND THOSE EXPRESSLY SET FORTH IN THE OTHER TRANSACTION

AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 4.26, CLAIMS AGAINST PUBCO WILL NOT BE

LIMITED IN ANY RESPECT IN THE EVENT OF INTENTIONAL FRAUD (AS DEFINED HEREIN).

Article V

REPRESENTATIONS AND WARRANTIES OF PubCo AND MERGER SUB

Except: (i) as set forth in

the letter dated as of the date of this Agreement and delivered by PubCo and Merger Sub to Parent and the Company prior to or in connection

with the execution and delivery of this Agreement (the “PubCo Disclosure Letter”); and (ii) as disclosed in the PubCo

SEC Reports filed or furnished with the SEC (and publicly available) prior to the date of this Agreement (to the extent the qualifying

nature of such disclosure is readily apparent from the content of such PubCo SEC Reports), excluding disclosures referred to in “Forward-Looking

Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature

or related to forward-looking statements, PubCo and Merger Sub represents and warrants to Parent and the Company as follows:

5.1. Organization and

Qualification.

(a) PubCo

is duly incorporated, validly existing, and in good standing (to the extent such concept exists in the relevant jurisdiction) under the

laws of the State of Delaware. PubCo has the requisite corporate power and authority to own, lease and operate its assets and properties

and to carry on its business as it is now being conducted, except, in the case of clause (ii) above, as would not, individually or in

the aggregate, reasonably be expected to be material to the PubCo Group, taken as a whole. PubCo is duly qualified or licensed to do business

in each jurisdiction in which it is conducting its business, or where the operation, ownership or leasing of its properties makes such

qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified would not, individually or

in the aggregate, reasonably be expected to be material to the PubCo Group, taken as a whole. PubCo is not in violation of any of the

provisions of its Governing Documents in any material respect.

(b) Merger

Sub (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware

and (ii) has all requisite limited liability company power and authority to own, lease and operate its assets and properties and

to carry on its business as it is now being conducted, except, in the case of clause (ii) above, as would not, individually or in the

aggregate, reasonably be expected to be material to the PubCo Group, taken as a whole. Merger Sub is duly qualified to do business

in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification

necessary, other than in such jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably

be expected to be material to the PubCo Group, taken as a whole. Complete and correct copies of the Governing Documents of Merger Sub,

as currently in effect, have been made available to the Company. Merger Sub is not in violation of any of the provisions of its Governing

Documents in any material respect. No provision of the limited liability company agreement of Merger Sub provides that appraisal rights

shall be available in connection with the Transactions.

5.2. PubCo Subsidiaries.

(a) PubCo’s

direct and indirect Subsidiaries, together with their jurisdiction of incorporation, formation, or organization, as applicable, are listed

on Section 5.2(a) of the PubCo Disclosure Letter (the “PubCo Subsidiaries”). Except as set forth in Section 5.2(a)

of the PubCo Disclosure Letter, PubCo owns, directly or indirectly, all of the outstanding equity securities of the PubCo Subsidiaries,

free and clear of all Liens (other than Permitted Liens). Except for the PubCo Subsidiaries and as set forth in Section 5.2(a)

of the PubCo Disclosure Letter, as of the date of this Agreement, PubCo does not own, directly or indirectly, any ownership, equity, profits

or voting interest in any Person and is not party to any Contract to purchase any such interest (other than this Agreement) or to make

any future investment in or capital contribution to any other entity.

(b) Each

PubCo Subsidiary (other than Merger Sub, which is addressed in Section 5.1(b)) is duly incorporated, formed or organized,

validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction

of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority

to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not reasonably

be expected to give rise to, individually or in the aggregate, a PubCo Material Adverse Effect. Each PubCo Subsidiary (other than

Merger Sub, which is addressed in Section 5.1(b)) is duly qualified to do business in each jurisdiction in which the conduct

of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions

where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a PubCo

Material Adverse Effect. No PubCo Subsidiary is in violation of any of the provisions of its Governing Documents in any material respect.

issued and outstanding shares of capital stock, limited liability company interests, and equity interests of each PubCo Subsidiary (i) have

been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable),

(ii) are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive

right, subscription right or any similar right and (iii) have been offered, sold and issued in material compliance with applicable

Legal Requirements and the applicable PubCo Subsidiary’s respective Governing Documents.

(d) Except

as may be set forth in the Governing Documents of any PubCo Subsidiary, or pursuant to any Contract (including any intercompany notes)

between any PubCo Group member, on the one hand, and any other PubCo Group member, on the other hand, there are no subscriptions, options,

warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments

or agreements of any character to which any PubCo Subsidiary is a party or by which it is bound obligating such PubCo Subsidiary to issue,

deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption

or acquisition of, any ownership interests of such PubCo Subsidiary or obligating such PubCo Subsidiary to grant, extend, accelerate the

vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(e) Merger

Sub has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly,

any equity interests or other interests or investments (whether equity or debt) in any Person. Merger Sub does not have any assets or

properties of any kind other than those incident to its formation, organization, and this Agreement and the other Transaction Agreements,

and does not now conduct and has never conducted any business. Merger Sub is an entity that has been formed solely for the purpose of

engaging in the Merger. All outstanding Merger Sub Units are owned by PubCo, free and clear of all Liens (other than Permitted Liens).

PubCo has been duly admitted as, and is, the sole member of Merger Sub.

5.3. PubCo Capitalization.

(a) Except

as set forth Section 5.3(a) of the PubCo Disclosure Letter, the PubCo Outstanding Shares is 2,128,840 (such amount, and amounts

set forth in such Section 5.3(a) of the PubCo Disclosure Letter, as adjusted for the Reverse Stock Split, if consummated).

(b) Section

5.3(b) of the PubCo Disclosure Letter sets forth the number, class and series of PubCo equity securities issued and outstanding, together

with the name of each registered holder thereof.

for (i) this Agreement, the other Transaction Agreements, and (ii) as disclosed on Section 5.3(c) of the PubCo Disclosure

Letter, (A) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase

or otherwise acquire equity securities of PubCo or any of its Subsidiaries is authorized or outstanding, and (B) there is no commitment

by PubCo or its Subsidiaries to issue equity securities, subscriptions, warrants, options, convertible or exchangeable securities, or

other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase

or redeem any securities of PubCo or its Subsidiaries (other than repurchases, redemptions or other acquisitions of any such capital stock

or other equity security from directors, officers, employees or consultants in accordance with the terms of any equity incentive plan

or such Person’s employment, grant, consulting or subscription agreement, in each case, in accordance with the PubCo’s Governing

Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance

with this Agreement) or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible

or exchangeable security.

(d) All

outstanding PubCo Common Stock are and will be, (i) duly authorized, validly issued, fully paid and non-assessable (in each case,

to the extent that such concepts are applicable) and (ii) not subject to any preemptive rights created by statute, PubCo’s

Governing Documents or any Contract to which PubCo is a party. All outstanding PubCo Common Stock were, and will be, issued in compliance

in all material respects with applicable Legal Requirements.

(e) There

are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights

issued by any PubCo Group member.

(f) All

distributions, dividends, repurchases, and redemptions (if any), in respect of the capital stock (or other equity interests) of PubCo

were undertaken in material compliance with the PubCo’s Governing Documents then in effect, any agreement to which the PubCo then

was a party, and in compliance with applicable Legal Requirements.

(g) Except

as set forth in PubCo’s Governing Documents, this Agreement, the other Transaction Agreements, or any agreement granting equity

or equity-based compensation awards, as well as the agreements set forth in Section 5.3(g) of the PubCo Disclosure Letter,

there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings,

to which any PubCo Group member is a party or by which any PubCo Group member is bound with respect to any ownership interests of the

applicable PubCo Group member.

(h) Except

as set forth in Section 5.3(h) of the PubCo Disclosure Letter and as provided for in this Agreement, as a result of the consummation

of the Transactions, no shares of capital stock, warrants, options or other securities of any PubCo Group member are issuable and no rights

in connection with any shares, warrants, options or other securities of any PubCo Group member accelerate or otherwise become triggered

(whether as to vesting, exercisability, convertibility or otherwise).

(i) Except

as set forth in Section 5.3(i) of the PubCo Disclosure Letter, as of the date of this Agreement, no PubCo Group member has

any indebtedness for borrowed money, other than to any other member of the PubCo Group.

5.4. Authority Relative

to this Agreement. PubCo has the requisite corporate power and authority to: (a) execute

and deliver this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has

executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) subject to PubCo Board approval of the

amendments to the certificate of incorporation reflecting the Reverse Stock Split Factors approved by the Board, the final PubCo

A&R Certificate of Incorporation, and the final form of Assumed Warrants, and the obtainment of PubCo Stockholder Approval of

the PubCo Stockholder Matters, perform under this Agreement and the other Transaction Agreements to which it is a party, carry out

its obligations hereunder and thereunder and to consummate the Transactions (including the Merger). The execution and delivery by

PubCo of this Agreement and the other Transaction Agreements to which it is a party, and, subject to the obtainment of PubCo

Stockholder Approval of the PubCo Stockholder Matters, the consummation by PubCo of the Transactions (including the Merger) have

been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof)

duly and validly authorized by all necessary corporate action on the part of PubCo, and, other than the obtainment of PubCo

Stockholder Approval of the PubCo Stockholder Matters, no other proceedings on the part of PubCo are necessary to authorize this

Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby. This

Agreement and the other Transaction Agreements to which PubCo is a party have been (or, in the case of any Transaction Agreements

entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by PubCo and,

assuming the due authorization, execution and delivery hereof and thereof by the other parties thereto, constitute the legal and

binding obligations of PubCo enforceable against it in accordance with their terms (subject to the Enforcement Exceptions).

5.5. No Conflict; Required

Filings and Consents.

(a) Subject

to obtainment of PubCo Stockholder Approval of the PubCo Stockholder Matters, the execution and delivery by PubCo of this Agreement or

the other Transaction Agreements to which it is a party do not (or, in the case of any Transaction Agreements to be entered into by PubCo

after the date of this Agreement, will not), the performance of this Agreement and the other Transaction Agreements to which such PubCo

is or as of the Closing will be a party will not, and the consummation of the Transactions, shall not: (i) conflict with or violate its

Governing Documents; (ii) conflict with or violate any applicable Legal Requirements; or (iii) result in any breach of or constitute a

default (or an event that with notice or lapse of time or both would become a default) under, or impair its rights or alter the rights

or obligations of any third party under, or give to any third party any rights of consent, termination, amendment, acceleration or cancellation

of, or result in the creation of a Lien (other than any Permitted Lien) on any of the material properties or material assets of PubCo

pursuant to, any Contracts, except, with respect to the foregoing clauses (ii) and (iii), as has not had and would not reasonably

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

(b) The

execution and delivery of this Agreement by PubCo, or the other Transaction Agreements to which PubCo is a party, does not, and the performance

of its obligations hereunder and thereunder and the consummation of the Transactions and the transactions contemplated thereby will not,

require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for: (i)

the filing of the Certificate of Merger in accordance with the DLLCA; (ii) the filing of the Registration Statement and any other applicable

requirements, if any, of the Securities Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder, and appropriate

documents received from or filed with the relevant authorities of other jurisdictions in which any PubCo Group member is licensed or qualified

to do business; (iii) the filing and approval of a listing application by the PubCo with Nasdaq with respect to PubCo Common Stock to

be issued as the Merger Consideration; and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to

make such filings or notifications has not had and would not reasonably be expected to have, individually or in the aggregate, a PubCo

Material Adverse Effect.

5.6. Compliance;

Material Permits.

(a) Since

the Reference Date, PubCo has complied in all material respects with and has not been in violation of any applicable Legal Requirements

with respect to the conduct of its business, or the ownership or operation of its business. Since the Reference Date, to the Knowledge

of PubCo, no investigation or review by any Governmental Entity with respect to PubCo has been pending or threatened. No written or, to

the Knowledge of PubCo, oral notice of non-compliance with any applicable Legal Requirements has been received by PubCo. PubCo is in possession

of all Material Permits necessary to own, operate and lease the properties it purports to own, operate or lease and to carry on its business

as it is now being conducted in all material respects. Each Material Permit held by PubCo is valid, binding and in full force and effect

in all material respects.

(b) PubCo

(i) is not in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default

or violation) of any material term, condition or provision of any such Material Permit necessary to own, operate and lease the properties

it purports to own, operate or lease and to carry on its business as it is now being conducted, in all material respects, or (ii) has

not received any notice from a Governmental Entity that has issued any such Material Permit that it intends to cancel, terminate, modify

or not renew any such Material Permit, except in the case of the foregoing clauses (i) and (ii) as would not, individually or in

the aggregate, reasonably be expected to be material to PubCo.

5.7. PubCo Listing.

PubCo Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq Capital Market

(“NASDAQ”) under the symbol “NDRA”. Other than has been disclosed in the PubCo SEC Reports, there is no

Legal Proceeding or investigation pending or, to the Knowledge of PubCo, threatened in writing against PubCo by the NASDAQ or the SEC

with respect to any intention by NASDAQ or the SEC to deregister PubCo Common Stock or to terminate the listing of PubCo Common Stock

on the NASDAQ. None of PubCo or any of its Affiliates has taken any action in an attempt to terminate the registration of PubCo Common

Stock under the Exchange Act.

5.8. PubCo SEC

Reports and Financial Statements.

(a) PubCo

has timely filed all forms, reports, schedules, statements and other documents required to be filed or furnished by PubCo with the SEC

under the Exchange Act or the Securities Act since the Reference Date, together with any exhibits, amendments, restatements or supplements

thereto (all of the foregoing filed prior to the date of this Agreement, the “PubCo SEC Reports”), and will have timely

filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement

through the Closing Date (the “Additional PubCo SEC Reports”). All PubCo SEC Reports, Additional PubCo SEC Reports,

any correspondence from or to the SEC and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange

Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) with

respect to any of the foregoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering,

Analysis and Retrieval system (EDGAR) in full without redaction. PubCo has made available to the Company true, correct, and complete copies

of all amendments and modifications that have not been filed by PubCo with the SEC to all agreements, documents, and other instruments

that previously had been filed by PubCo with the SEC and are currently in effect. The PubCo SEC Reports were, and the Additional PubCo

SEC Reports will be, prepared in all material respects in compliance with the requirements of the Securities Act, the Exchange Act and

the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. The PubCo SEC Reports did not, and the Additional

PubCo SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC 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 light

of the circumstances under which they were made, not misleading. The Certifications are each true and correct in all material respects.

Each director and executive officer of PubCo has filed with the SEC all statements required with respect to PubCo by Section 16(a) of

the Exchange Act and the rules and regulations thereunder. As used in this Section 5.8, the term “file” shall

be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the

SEC or the NASDAQ, so long as copies thereof are publicly available.

(b) The

financial statements of PubCo contained or incorporated by reference in the PubCo SEC Reports, including all notes and schedules thereto,

and the financial statements of PubCo that will be contained or incorporated by reference in any Additional PubCo SEC Report, including

all notes and schedules thereto, (i) complied (and, in the case of the financial statements of PubCo to be contained in or to be incorporated

by reference in the Additional PubCo SEC Reports, will comply) in all material respects, when filed or if amended prior to the date of

this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, (ii) were prepared (and,

in the case of the financial statements of PubCo to be contained in or to be incorporated by reference in the Additional PubCo SEC Reports,

will be prepared) in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the

notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Securities Act) and

(iii) fairly present (and, in the case of the financial statements of PubCo to be contained in or to be incorporated by reference in the

Additional PubCo SEC Reports, will fairly present), in all material respects the financial condition and the results of operations, changes

in stockholders’ equity and cash flows of PubCo as at the respective dates of, and for the periods referred to in, such financial

statements, all in accordance with: (x) GAAP; and (y) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim

financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)

and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. PubCo has no off-balance sheet arrangements

that are not disclosed in the PubCo SEC Reports. Each of the financial statements of PubCo included or incorporated by reference in the

PubCo SEC Reports were derived from the books and records of PubCo and each of the financial statements of PubCo that will be included

or incorporated by reference in the Additional PubCo SEC Reports will be derived from the books and records of PubCo, in each case, which

books and records are, in all material respects, correct and complete and have been maintained in all material respects in accordance

with commercially reasonable business practices.

the Knowledge of PubCo, neither the SEC nor any other Governmental Entity is conducting any investigation or review of any PubCo SEC Reports

or Additional PubCo SEC Reports. No notice of any SEC review or investigation of PubCo or PubCo SEC Reports or Additional PubCo SEC Reports

has been received by PubCo.

(d) Since

January 1, 2020, PubCo has timely filed all Certifications with respect to any of PubCo SEC Reports or Additional PubCo SEC Reports. As

used in this Section 5.8(d), the term “file” shall be broadly construed to include any manner in which a document

or information is furnished, supplied or otherwise made available to the SEC.

(e) Other

than as has been disclosed in the PubCo SEC Reports, PubCo has designed and maintains a system of internal controls over financial reporting,

as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Other than as has been

disclosed in the PubCo SEC Reports, PubCo maintains a system of internal accounting controls sufficient to provide reasonable assurance

that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (iii) access

to assets is permitted only in accordance with management’s general or specific authorization.

5.9. No Undisclosed Liabilities.

The PubCo Group has no liabilities (whether direct or indirect, absolute, accrued, contingent or otherwise) of a nature required to be

disclosed on a balance sheet in accordance with GAAP, except: (a) liabilities provided for in, or otherwise disclosed or reflected in

the most recent balance sheet included in the PubCo SEC Reports; (b) liabilities arising in the ordinary course of business of PubCo

or any of its Subsidiaries since the date of the most recent balance sheet included in the PubCo SEC Reports; (c) liabilities incurred

in connection with the Transactions; and (d) liabilities that would not reasonably be expected to be, individually or in the aggregate,

material to the PubCo Group, taken as a whole.

5.10. Absence of Certain

Changes or Events. Except as contemplated by this Agreement, since the Reference Date, there has not been: (a) any PubCo Material

Adverse Effect; (b) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of PubCo’s

capital stock, or any purchase, redemption or other acquisition by PubCo of any of PubCo’s capital stock or any other securities

of PubCo or any options, warrants, calls or rights to acquire any such shares or other securities (c) other than the Reverse Stock Split,

any split, combination or reclassification of any of PubCo’s capital stock; (c) any material change by PubCo in its accounting

methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or Legal Requirements;

or (d) any change in the auditors of PubCo; or (e) any sale of assets of PubCo other than in the ordinary course of business.

5.11. Litigation.

Except as would not, individually or in the aggregate, reasonably be expected to have a PubCo Material Adverse Effect, there is: (a)

no pending or, to the Knowledge of PubCo, threatened Legal Proceeding, or to the Knowledge of PubCo, any investigation, against PubCo

or any of its properties or assets, or any of the directors or officers of PubCo with regard to their actions as such, and to the Knowledge

of PubCo, no facts exist that would reasonably be expected to form the basis for any such Legal Proceeding or investigation; (b) other

than with respect to audits, examinations or investigations in the ordinary course of business conducted by a Governmental Entity, no

pending or, to the Knowledge of PubCo, threatened audit, examination or investigation by any Governmental Entity against PubCo or any

of its properties or assets, or any of the directors or officers of PubCo with regard to their actions as such, and to the Knowledge

of PubCo, no facts exist that would reasonably be expected to form the basis for any such audit, examination or investigation; (c) no

pending or threatened Legal Proceeding by PubCo against any third party; (d) no settlement or similar agreement that imposes any material

ongoing obligation or restriction on PubCo; and (e) no Order imposed or, to the Knowledge of PubCo, threatened to be imposed upon PubCo

or any of its respective properties or assets, or any of the directors or officers of PubCo with regard to their actions as such. There

is no pending or, to the Knowledge of PubCo, threatened Legal Proceeding challenging or seeking to enjoin, alter or materially delay

the Transactions.

5.12. Employee Benefit

Plans.

(a) Schedule 5.12(a)

of the PubCo Disclosure Letter sets forth a true, correct and complete list of each material Employee Benefit Plan that (i) provides for

transaction, retention or change in control payments or benefits or tax gross-ups, (ii) is an equity plan or form award agreement that

provides for equity or equity-based incentive compensation or (iii) is a defined contribution benefit plan, defined benefit pension plan,

nonqualified deferred compensation plan or retiree medical plan not required to be maintained, sponsored or contributed to by applicable

Legal Requirements. The PubCo Group has, to the extent permitted by applicable Legal Requirements, provided the Company with a copy of

any employment agreement with a current employee with annual base salary in excess of $350,000.

(b) As

of the date of this Agreement, each Employee Benefit Plan has been established, maintained and administered in all material respects in

accordance with its terms and with all applicable Legal Requirements. As of the date of this Agreement, no non-exempt “prohibited

transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or is reasonably expected to

occur with respect to any Employee Benefit Plan that would result in any liability that is material to the PubCo Group, taken as a whole.

as would not result in any liability that is material to the PubCo Group, taken as a whole, each Employee Benefit Plan intended to qualify

under Section 401 of the Code does so qualify, and any trusts intended to be exempt from U.S. federal income taxation under the provisions

of Section 401(a) of the Code are so exempt and, to the Knowledge of PubCo, nothing has occurred with respect to the operation

of the Employee Benefit Plans that would reasonably be expected to cause the denial or loss of such qualification or exemption.

(d) No

PubCo Group member or any of its respective ERISA Affiliates has at any time in the past six (6) years sponsored or been obligated

to contribute to, or had any liability in respect of: (i) an “employee pension benefit plan” (as defined in Section 3(2) of

ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan”

within the meaning of Section (3)(37) of ERISA); (ii) a “multiple employer plan” as defined in Section 413(c) of

the Code; or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(e) As

of the date of this Agreement, none of the Employee Benefit Plans provides for, and the PubCo Group has no material liability in respect

of, any material post-retiree health, welfare or life insurance benefits or coverage for any participant or any beneficiary of a participant,

except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or other Legal

Requirements.

(f) As

of the date of this Agreement, with respect to any Employee Benefit Plan, no actions, suits, claims (other than routine claims for benefits

in the ordinary course), audits, inquiries, proceedings or lawsuits are pending or, to the Knowledge of PubCo, threatened against any

Employee Benefit Plan or against any fiduciary thereof with respect thereto that could reasonably result in any liability that is material

to the PubCo Group, taken as a whole.

(g) Except

as could not reasonably result in any material liability to the PubCo Group, taken as a whole, all contributions, reserves or premium

payments required to be made or accrued to the Employee Benefit Plans have been timely made or accrued in all material respects.

(h) Except

that could not reasonably result in any liability that is material to the PubCo Group, taken as a whole, neither the execution and delivery

of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result

in any payment or benefit becoming due to any current or former employee, contractor or director of PubCo or its Subsidiaries under any

Employee Benefit Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee,

individual independent contractor or director of PubCo or its Subsidiaries under any Employee Benefit Plan; or (iii) result in the

acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of PubCo

or its Subsidiaries under any Employee Benefit Plan.

(i) The

PubCo maintains no obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual,

including under Sections 409A or 4999 of the Code or otherwise.

(j) As

of the date of this Agreement, with respect to each Employee Benefit Plan of the PubCo Group subject to the Legal Requirements of any

jurisdiction outside the United States, including all pension, health, medical, welfare, benefit and other employment plans, whether pre

or post-retirement plans (each, a “Foreign Plan”), except that could not reasonably

result in any liability that is material to the PubCo Group, taken as a whole, (i) each such Foreign Plan is in compliance with the

applicable Legal Requirement of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are

applicable to such Foreign Plan, (ii) there are no pending investigations by any Governmental Entity involving such Foreign Plan,

and no pending Legal Proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (iii) all

employer and employee contributions to each such Foreign Plan required by applicable Legal Requirements or by the terms of such Foreign

Plan have been made, (iv) each such Foreign Plan required to be registered has been registered and has been maintained in good standing

with applicable regulatory authorities and, to the Knowledge of PubCo, no event has occurred since the date of the most recent approval

or application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good

standing, (v) each such Foreign Plan required to be fully funded or fully insured or fully accrued in the financial statements of

any PubCo Group member, is fully funded or fully insured, including any back-service obligations, on an ongoing basis (determined using

reasonable actuarial assumptions) in compliance with all applicable Legal Requirements, (vi) each Foreign Plan required to be registered

has been registered and has been maintained in good standing with applicable regulatory and administrative authorities and is approved

by any applicable taxation authorities to the extent such approval is available, (vii) no Foreign Plan has unfunded liabilities that will

not be offset by insurance or that are not fully accrued on the Financial Statements and (viii) the consummation of the Transactions will

not by itself be reasonably expected to create or otherwise result in any liability with respect to such Foreign Plan.

5.13. Labor Matters.

(a) As

of the date of this Agreement, the PubCo Group has 4 employees.

(b) No

PubCo Group member is a party to or bound by any labor agreement, collective bargaining agreement or other labor Contract applicable to

current employees of any PubCo Group member. No employees of the PubCo Group are represented by any labor union, labor organization, or

works council with respect to their employment with the PubCo Group. There are no representation proceedings or petitions seeking a representation

proceeding presently pending or, to the Knowledge of PubCo, threatened to be brought or filed, with the National Labor Relations Board

or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed or made since the

Reference Date that resulted in a material liability to the PubCo Group, taken as a whole. Since the Reference Date, there have been no

labor organizing activities involving any PubCo Group member or with respect to any employees of the PubCo Group or, to the Knowledge

of PubCo, threatened by any labor organization, work council or group of employees.

the Reference Date, there have been no strikes, work stoppages, slowdowns, lockouts or arbitrations, material grievances, unfair labor

practice charges or other material labor disputes pending or, to the Knowledge of PubCo, threatened against or affecting the PubCo Group

involving any employee or former employee of, or other individual who provided services to, any PubCo Group member.

(d) As

of the date of this Agreement, none of the PubCo’s officers or Key Employees has given written notice to any PubCo Group member

of any intent to terminate his, her or their employment with PubCo. The PubCo Group is in compliance with and since the Reference

Date has been in compliance with, and, to the Knowledge of PubCo, each of their employees is in compliance with and since the Reference

Date has been in compliance with, the terms of any employment, nondisclosure or restrictive covenant agreements between any PubCo Group

member and such employees, in each case except as has not been and would not reasonably be expected to be, individually or in the aggregate,

material to the PubCo Group taken as a whole.

(e) Each

PubCo Group member has complied and is in compliance in all material respects with all employee-related notification, information, consultation,

co-determination and bargaining obligations arising under any applicable collective bargaining agreement or Legal Requirement.

(f) To

the Knowledge of PubCo, no written notice or written complaint from or on behalf of any present or former employee of, or worker or independent

contractor to, any PubCo Group member has been received by any PubCo Group member since the Reference Date asserting or alleging sexual

harassment or sexual misconduct against any current or former officer, director or Key Employee of any PubCo Group member.

(g) Except

as disclosed on Section 5.13(g) of the PubCo Disclosure Letter, since the Reference Date through the date of this Agreement,

there have been no material Legal Proceedings against the PubCo Group pending or, to the Knowledge of PubCo, threatened in writing that

would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment Legal

Requirement, or employment practice of any PubCo Group member. Since the Reference Date, no PubCo Group member has received any written

notice of intent by any Governmental Entity responsible for the enforcement of labor and employment Legal Requirement to conduct or initiate

a material investigation, audit or Legal Proceeding relating to any employment or labor Legal Requirement or employment practice of any

PubCo Group member. Each PubCo Group is, and has been since the Reference Date, in material compliance with all applicable Legal Requirements

respecting employment and employment practices, including all laws respecting terms and conditions of employment, wages and hours, the

WARN Act, collective bargaining, immigration and work eligibility, benefits, social benefits contributions, severance pay, pension, privacy

issues, labor relations, harassment, discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health,

workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.

(h) There

has been no “mass layoff,” “plant closing” or other similar event under the WARN Act with respect to any PubCo

Group member since the Reference Date, and the Transactions will not prior to or through the Closing result in a “mass layoff”

or “plant closing” or other similar event under the WARN Act.

(i) To

the Knowledge of PubCo, as of the date of this Agreement, no PubCo Group member is liable for any arrears of wages or penalties with respect

thereto, except in each case as has not been and would not reasonably be expected to be, individually or in the aggregate, material to

the PubCo Group taken as a whole. All amounts that the PubCo Group is legally or contractually required either (i) to deduct from the

employees’ salaries and/or to transfer to the employees’ pension, pension fund, pension insurance fund, managers’ insurance,

severance fund, insurance and other funds for or in lieu of severance or provident fund, life insurance, incapacity insurance, continuing

education fund or other similar funds or insurance; or (ii) to withhold from their employees’ wages and to pay to any Governmental

Entity as required by applicable Legal Requirements have been duly deducted, transferred, withheld and paid, and the PubCo Group does

not have any outstanding obligations to make any such withholding or payment, other than (A) with respect to an open payroll period or

(B) as would not result in material liability to the PubCo Group, taken as whole.

5.14. Real Property; Tangible

Property.

(a) No

PubCo Group member currently owns any real property or has, since the Reference Date, owned any real property.

(b) Section

5.14(b)(i) of the PubCo Disclosure Letter sets forth a true, correct and complete list of each material real property lease to which

any PubCo Group member is a party as of the date of this Agreement (the “PubCo Real Property Leases”). Except as set

forth on Section 5.14(b)(ii) of the PubCo Disclosure Letter, and except for each PubCo Real Property Lease that has terminated

or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would, individually or in the

aggregate, reasonably be expected to be material to the PubCo Group, taken as a whole: (x) each PubCo Real Property Lease is in full force

and effect and represents a legal, valid and binding obligation of the applicable PubCo Group party thereto (in each case, other than

any PubCo Real Property Lease that terminates or expires in accordance with its terms after the date of this Agreement) and, to the Knowledge

of PubCo, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case to the Enforcement Exceptions),

(y) neither PubCo nor, to the Knowledge of PubCo, any other party thereto, is in material breach of or in default under, and no event

has occurred which, with notice or lapse of time or both, would become a material breach of or default under, any PubCo Real Property

Lease, and (z) as of the date of this Agreement, no party to any PubCo Real Property Lease has given any written notice of any claim of

any such breach, default or event.

5.15. Taxes.

(a) All

material Tax Returns required to be filed by or on behalf of PubCo have been duly and timely filed with the appropriate Governmental Entity

and all such Tax Returns are true, correct and complete in all material respects. All material amounts of Taxes payable by or on behalf

of PubCo (whether or not shown on any Tax Return) have been fully and timely paid, except with respect to matters being contested in good

faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with U.S. GAAP.

(b) PubCo

has complied in all material respects with all applicable Legal Requirements related to the withholding and remittance of all material

amounts of Tax and withheld and paid all material amounts of Taxes required to have been withheld and paid to the appropriate Governmental

Entity.

claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental

Entity in writing (nor to the Knowledge of PubCo is there any) against PubCo which has not been paid or resolved.

(d) No

material Tax audit or other examination of PubCo by any Governmental Entity is presently in progress, nor has PubCo been notified in writing

of (nor to the Knowledge of PubCo is there any) any request or threat for such an audit or other examination.

(e) There

are no Liens for Taxes (other than Permitted Liens) upon any of the assets of PubCo.

(f) PubCo

has no liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the financial statements of PubCo

included in the PubCo SEC Reports, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal

year in connection with the operation of the business of PubCo in the ordinary course of business.

(g) PubCo

(i) does not have any liability for the Taxes of another Person pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision

of state, local or foreign Legal Requirements) or as a transferee or a successor or by Contract (other than pursuant to commercial agreements

entered into in the ordinary course of business and the principal purpose of which is not related to Taxes); (ii) is not a party to or

bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding commercial agreements entered into in the ordinary course

of business and the principal purposes of which is not related to Taxes); and (iii) has not ever been a member of an affiliated, consolidated,

combined or unitary group filing for U.S. federal, state or local income Tax purposes.

(h) PubCo

has not: (i) consented to extend the time in which any material amount of Tax may be assessed or collected by any Governmental Entity

(other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) has entered into or been

a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code for a taxable period for which the

applicable statute of limitations remains open.

(i) PubCo

is registered for the purposes of sales Tax, use Tax, value added Taxes or any similar Tax in all jurisdictions where it is required by

law to be so registered, in each case in all material respects, and has complied in all material respects with all Legal Requirements

relating to such Taxes.

(j) PubCo

has not 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

years prior to the date of this Agreement.

(k) PubCo

will not be required to include any material item of income in, or exclude any material item or deduction from, taxable income for any

taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing

Date, the portion of such period beginning after the Closing Date, as a result of: (i) an installment sale or open transaction disposition

that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the Closing Date, including by reason

of the application of Section 481 of the Code (or any analogous provision of state, local or foreign Legal Requirements); (iii) any prepaid

amount received or deferred revenue recognized on or prior to the Closing Date, other than in respect of such amounts reflected in the

balance sheets included in the Financial Statements, or received in the ordinary course of business since the date of the most recent

balance sheet included in the Financial Statements; or (iv) any closing agreement pursuant to Section 7121 of the Code or any similar

provision of state, local or foreign Legal Requirements.

(l) Since

the Reference Date, no claim has been made in writing (nor to PubCo’s Knowledge has any claim been made) by any Governmental Entity

in a jurisdiction in which PubCo does not file Tax Returns that is or may be subject to Tax by, or required to file Tax Returns in, that

jurisdiction.

(m) PubCo

does not have a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise have an office or fixed place of

business in a country other than the country in which it is organized or resident for purposes of such country’s Tax.

(n) The

consummation of the Transactions will not, either alone or in combination with another event, result in any “excess parachute payment”

to any PubCo officer, director or other service provider under Section 280G of the Code. No PubCo plan, policy, agreement, program or

arrangement, whether or not subject to ERISA, whether oral or written, provides for a Tax gross-up, make-whole or similar payment with

respect to the Taxes imposed under Sections 409A or 4999 of the Code.

5.16. Environmental Matters.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a PubCo Material Adverse Effect:

(a) the

PubCo Group is and has since the Reference Date been in compliance with all Environmental Laws;

(b) neither

PubCo nor its Subsidiaries are party to any unresolved, pending or, to the Knowledge of PubCo, threatened Legal Proceeding arising under

or related to Environmental Laws; and

the Knowledge of PubCo, no conditions currently exist with respect to any valid, binding and enforceable leasehold interest under each

of the each of the real property leases under which it is a party as of the date of this Agreement as a lessee that would reasonably be

expected to result in any of the PubCo Group incurring liabilities or obligations under Environmental Laws.

5.17. Intellectual Property.

(a) Section 5.17(a) of

the PubCo Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of all of the following Intellectual

Property that is owned by, and material to, the PubCo Group: (i) issued Patents and pending applications for Patents; (ii) registered

Trademarks and pending applications for registration of Trademarks; (iii) registered Copyrights and pending applications for registration

of Copyrights; (iv) Internet domain names (the Intellectual Property referred to in clauses (i) through (iv), without any

limitations as to materiality, collectively, the “PubCo Registered Intellectual Property”); and (v) material unregistered

Trademarks. All of the Owned Intellectual Property is valid and subsisting and, to the Knowledge of PubCo, enforceable in all material

respects. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have

been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent,

Trademark, Copyright, domain name registrar, or other authorities in the United States or foreign jurisdictions, as the case may be, for

the purpose of maintaining each material item of the PubCo Registered Intellectual Property.

(b) PubCo

or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property

and has, to the Knowledge of PubCo, a license, sublicense or otherwise possesses legally enforceable rights to use all other material

Intellectual Property used in the conduct of the businesses of the PubCo Group as presently conducted, free and clear of all Liens (other

than Permitted Liens). The Owned Intellectual Property and the Licensed Intellectual Property when used within the scope of the applicable

Inbound Licenses include all of the Intellectual Property necessary for each of the PubCo Group to conduct its business as currently conducted

in all material respects.

the Knowledge of PubCo, since the Reference Date, the Owned Intellectual Property and the conduct of the businesses of the PubCo Group

has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual

Property rights of any Person. To the Knowledge of PubCo, no Person has infringed, misappropriated or otherwise violated, or is

infringing, misappropriating or otherwise violating, any of the Owned Intellectual Property, and no such claims have been made in writing

against any third party by any member of the PubCo Group since the Reference Date.

(d) Since

the Reference Date, except as set forth in Section 5.17(d) of the PubCo Disclosure Letter, there has been no action pending

against any member of the PubCo Group and PubCo has not received since the Reference Date any written notice from any Person pursuant

to which any Person is: (i) alleging that the conduct of the business of any member of the PubCo Group is infringing, misappropriating

or otherwise violating any Intellectual Property rights of any third party; or (ii) contesting the use, ownership, validity or enforceability

of any of the Owned Intellectual Property. None of the Owned Intellectual Property is subject to any pending or outstanding injunction,

order, judgment, settlement, consent order, ruling or other disposition of dispute that adversely restricts the use, transfer or registration

of, or adversely affects the validity or enforceability of, any such Owned Intellectual Property.

(e) No

past or present director, officer, employee, consultant or independent contractor of any member of the PubCo Group owns (or has any claim

or any right (whether or not currently exercisable)) to any ownership interest in or to other rights in any Owned Intellectual Property

(other than the right to use such material Owned Intellectual Property in the performance of their activities for the PubCo Group).

Each of the past and present directors, officers, employees, consultants and independent contractors of any member of the PubCo Group

who are or were engaged in creating or developing any Owned Intellectual Property for the PubCo Group has executed and delivered a written

agreement, pursuant to which such Person has except as would not reasonably be expected to have a PubCo Material Adverse Effect: (i)

agreed to hold all Trade Secrets of such member of the PubCo Group (or of another Person and held by such member of the PubCo Group) in

confidence both during and for certain periods after such Person’s employment or retention, as applicable; (ii) presently assigned

to such member of the PubCo Group all of such Person’s rights, title and interest in and to all such Owned Intellectual Property

created or developed for such member of the PubCo Group in the course of such Person’s employment or retention thereby; and (iii) agreed

to waive all moral rights such Person may have in any such work which such Person created or authored for such member of the PubCo Group

in the course of such Person’s employment or retention thereby. To the Knowledge of PubCo, no such Person is in violation of any

such agreement. As of the date of this Agreement, there are no pending or, to PubCo’s Knowledge, threatened, claims from current

or former directors, employees or contractors of a member of the PubCo Group in any jurisdiction for compensation or remuneration for

inventions invented, copyright works created or any similar claim.

(f) Each

member of the PubCo Group, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of

all material Trade Secrets included in the Owned Intellectual Property (or owned by another Person and held by such member of the PubCo

Group). To the Knowledge of PubCo, no Trade Secret that is material to the business of the PubCo Group has been disclosed to any

member of the PubCo Group’s past or present employees or any other Person, other than as subject to an agreement restricting the

disclosure and use of such Trade Secret, and to the Knowledge of PubCo, there is no uncured breach by any employee or Person under any

such agreement.

(g) No

funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution

has been or is being used in any material respect to create, in whole or in part, any Owned Intellectual Property. To the Knowledge

of PubCo, no current or former employee, consultant or independent contractor of any member of the PubCo Group who contributed to the

creation or development of any material Owned Intellectual Property was performing services for a Governmental Entity or any university,

college, research institute or other educational institution related to the PubCo Group’s businesses during a period of time during

which such employee, consultant or independent contractor was also performing services for any member of the PubCo Group.

(h) Each

member of the PubCo Group, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of

the source code included in the PubCo Group Software. No source code for any PubCo Group Software has been delivered, licensed or made

available, and no member of the PubCo Group has any duty or obligation to deliver, license or make available any such source code, to

any escrow agent or other Person who is not, as of the date of this Agreement, an employee or contractor of the PubCo Group subject to

confidentiality obligations to the PubCo Group with respect to such source code.

(i) To

the Knowledge of the Company, the PubCo Group Software does not contain any viruses, worms, Trojan horses, bugs, faults or other devices,

errors, contaminants or code that could (i) materially disrupt or materially and adversely affect the functionality of the PubCo

Group Software, or (ii) enable or assist any Person to access without authorization, any PubCo Group Software, except for access

disclosed in the documentation of such member of the PubCo Group Software.

(j) PubCo

or one of its Subsidiaries owns, or has a valid right to access and use pursuant to a written agreement (which, for the avoidance of doubt,

shall include standard click-through agreements), all computer systems, including the Software, hardware, networks, interfaces, platforms

and related systems, databases, websites and equipment, used by any PubCo Group member to process, store, maintain and operate data, information

and functions that are material to and used in connection with the businesses of the PubCo Group (collectively, the “PubCo IT

Systems”). The PubCo IT Systems are sufficient for the operation of the businesses of the PubCo Group as currently

conducted. Since the Reference Date, there have been no failures, breakdowns, continued substandard performance or other adverse

events affecting any such PubCo IT Systems that have caused or, to the Knowledge of PubCo, could reasonably be expected to result in the

substantial disruption or interruption in or to the use of PubCo IT Systems or the conduct of the business of the PubCo Group. To

the Knowledge of PubCo, the PubCo IT Systems do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors,

contaminants or code that could (i) materially disrupt or materially and adversely affect the functionality of the PubCo IT Systems, or

(ii) enable or assist any Person to access without authorization, any PubCo IT Systems, except for access disclosed in the documentation

of such PubCo IT Systems.

(k) The

PubCo Group has not incorporated any Open Source Software in, or used any Open Source Software in connection with, any PubCo Group Software

developed, licensed, distributed, used or otherwise exploited by any member of the PubCo Group in a manner that requires the contribution,

licensing or disclosure to any third party of any material portion of any proprietary PubCo Group source code or that would otherwise

transfer the rights of ownership in any Owned Intellectual Property of the PubCo Group to any Person. The PubCo Group is in material compliance

with the terms and conditions of all relevant licenses for Open Source Software used in the businesses of the PubCo Group, including notice

obligations.

(l) The

execution and delivery of this Agreement by the PubCo Group and the consummation of the Transactions will not: (i) result in the

breach of, or create on behalf of any third party the right to terminate or modify, any agreement relating to any Owned Intellectual Property

or Licensed Intellectual Property; (ii) result in or require the grant, assignment or transfer to any other Person (other than PubCo

or any of its Affiliates) of any license or other right or interest under, to or in any Owned Intellectual Property; or (iii) cause

a loss or impairment of any Owned Intellectual Property or Licensed Intellectual Property.

5.18. Privacy.

(a) Each

member of the PubCo Group has since the Reference Date at all times (in the case of any such Person, during the time such Person was acting

for or on behalf of such member of the PubCo Group and as applicable to such member of the PubCo Group) complied in all material respects

with: (i) all applicable Privacy Laws; (ii) each PubCo Group member’s applicable policies regarding the processing of

Personal Information; and (iii) each PubCo Group member’s applicable contractual obligations with respect to the receipt, collection,

compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction,

disclosure, or transfer (including cross-border) of Personal Information. None of the PubCo Group members has, since the Reference

Date, (A) received any written claims of, nor has any member of the PubCo Group been charged with, a violation of any Privacy Laws,

applicable privacy policies, or contractual commitments with respect to Personal Information or (B) been subject to any threatened,

in writing, investigations, notices or requests from any Governmental Entity in relation to their data processing activities. None of

the PubCo Group members is in material violation of its applicable privacy policies, rules or notices (including its own). None of the

disclosures made or contained in the PubCo Group’s applicable privacy policies or other disclosures of the PubCo Group has been

misleading or deceptive or in violation of any applicable laws in any material respect.

(b) Each

member of the PubCo Group has, as applicable, since the Reference Date, (i) implemented and maintained appropriate and commercially reasonable

safeguards, which safeguards are consistent with practices in the industry in which the applicable Company Group operates, to protect

Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access,

use, modification or disclosure, and (ii) except as could not result in any material liability to the PubCo Group, taken as a whole, entered

into data protection agreements as mandated by applicable Privacy Laws with all third party service providers, outsourcers, processors

or other third parties who process, store or otherwise handle Personal Information for or on behalf of the PubCo Group that obligate such

Persons to comply with applicable Privacy Laws and to take appropriate steps to protect and secure Personal Information and other confidential

data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification or disclosure. To the

Knowledge of PubCo, any third party who has provided Personal Information to the PubCo Group has done so in compliance with applicable

Privacy Laws, including providing any notice and obtaining any consent required under such Privacy Laws.

as set forth in Section 5.18(c) of the PubCo Disclosure Letter, to the Knowledge of PubCo, since the Reference Date through

the date of this Agreement, (i) there have been no material breaches, security incidents, misuse of or unauthorized access to or

disclosure of any Personal Information in the possession or control of the PubCo Group or collected, used or processed by or on behalf

of the PubCo Group, and (ii) none of the PubCo Group members has provided or been legally or contractually required to provide any

notices to any Person in connection with a disclosure of Personal Information since the Reference Date. Each member of the PubCo

Group has implemented, consistent with practices in the industry in which the PubCo Group operates, disaster recovery and business continuity

plans, and taken actions consistent with such plans to safeguard the data and Personal Information in its possession or control.

5.19. Agreements, Contracts

and Commitments.

(a) Section 5.19(a) of

the PubCo Disclosure Letter sets forth a true, correct and complete list of each PubCo Material Contract (as defined below) that is in

effect as of the date of this Agreement. For purposes of this Agreement, “PubCo Material

Contract” means each of the following Contracts to which a member of the PubCo Group is a party as of the date of this

Agreement, in each case, other than any Employee Benefit Plan or PubCo Real Property Lease:

(i) each

Contract that involved the expenditure or receipt by the PubCo Group of more than $50,000 in the aggregate during the twelve-month period

ending on December 31, 2025 or would involve the expenditure or receipt by the PubCo Group of more than $50,000 in the aggregate in the

twelve-month period ending December 31, 2026;

(ii) any

Contract that purports to limit in any material respect (A) the localities in which the PubCo Group’s businesses may be conducted,

(B) any PubCo Group member from engaging in any line of business or (C) any PubCo Group member from developing, marketing or

selling products or services, including any non-compete agreements or agreements limiting the ability of any member of the PubCo Group

from soliciting customers or employees;

(iii) any

Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract

solely between or among any member of the PubCo Group;

(iv) any

Contract for or relating to any borrowing of money by or from PubCo in excess of $25,000 (excluding any intercompany arrangements solely

between or among any member of the PubCo Group);

(v) each

Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which the PubCo Group would

be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business

of any other Person;

(vi) any

Contracts relating to the sale of any operating business of any PubCo Group member or the acquisition by any PubCo Group member of any

operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor

in an amount in excess of $25,000 and for which any PubCo Group member has any material outstanding obligations (other than customary

non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into

in the ordinary course of business);

(vii) any

labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization,

or works council;

(viii) any

material Contract under which any member of the PubCo Group: (A) licenses Intellectual Property from any third party (aka Inbound Licenses),

other than Incidental Inbound Licenses; or (B) licenses Intellectual Property to any third party (other than (1) non-disclosure or confidentiality

agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business whereby any

member of the PubCo Group provides another Person a limited, non-exclusive right to access or use Trade Secrets and (2) other non-exclusive

licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); and

(ix) any

obligation to make any material payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock

of other Persons.

(b) Except

for each PubCo Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing

Date, each PubCo Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable

PubCo Group member party thereto and, to the Knowledge of PubCo, represents a legal, valid and binding obligation of the counterparties

thereto (subject in each case to the Enforcement Exceptions). Neither the applicable PubCo Group member nor, to the Knowledge of PubCo,

any other party thereto, is in material breach of or in default under, and no event has occurred which, with notice or lapse of time or

both, would become a breach of or default under, any PubCo Material Contract, and, as of the date of this Agreement, no party to any PubCo

Material Contract has given any written notice (i) of any claim of any such breach, default or event or (ii) that it intends to cease

doing business with any PubCo Group member or materially decrease the volume of business that it presently conducts with any PubCo Group

member. True, correct and complete copies of all PubCo Material Contracts have been made available to PubCo.

5.20. Insurance.

The PubCo Group maintains Insurance Policies or fidelity or surety bonds covering its assets, business, equipment, properties, operations,

employees, officers and directors covering all material insurable risks in respect of its business and assets, and the Insurance Policies

are in full force and effect. To the Knowledge of PubCo, the coverages provided by such Insurance Policies are usual and customary

in amount and scope for the PubCo Group’s business and operations as concurrently conducted, and sufficient to comply with any

insurance required to be maintained by PubCo Material Contracts. No written notice of cancellation or termination has been received

by any PubCo Group member with respect to any of the effective Insurance Policies. There is no pending material claim by any PubCo

Group member against any insurance carrier under any of the existing Insurance Policies for which coverage has been denied or disputed

by the applicable insurance carrier (other than a customary reservation of rights notice).

5.21. Affiliate Transactions.

Except as described in the PubCo SEC Reports under the heading “Related Party Transactions”, no Contract between PubCo, on

the one hand, and any of the present or former directors, officers, employees or Affiliates of PubCo (or an immediate family member of

any of the foregoing), on the other hand, will continue in effect following the Closing.

5.22. Information Supplied.

The information relating to PubCo and Merger Sub to be supplied by or on behalf of PubCo and Merger Sub for inclusion or incorporation

by reference in the Registration Statement and the Proxy Statement/Prospectus will not, on the date of filing thereof or the date it

is first mailed to PubCo Stockholders, as applicable, or at the time of the PubCo Special Meeting, contain any untrue statement of any

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 are made, not false or misleading at the time and in light of the circumstances under

which such statement is made. The Registration Statement and the Proxy Statement/Prospectus will comply in all material respects as to

form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation

is made by PubCo and Merger Sub with respect to the information that has been or will be supplied by Parent or the Company or any of

its Representatives for inclusion in the Registration Statement and the Proxy Statement/Prospectus or any projections or forecasts to

be included therein.

5.23. Board Approval;

Stockholder Vote. The PubCo Board (including any required committee or subcommittee of

the PubCo Board) has unanimously: (a) determined that the Merger is fair to, and in the best interests of, PubCo and the PubCo Stockholders;

(b) approved this Agreement, the Merger, and the other Transactions; and (c) determined to recommend that the PubCo Stockholders vote

to approve the PubCo Stockholder Matters. Other than the obtainment of PubCo Stockholder Approval of the PubCo Stockholder Matters, no

other corporate proceedings on the part of PubCo is necessary to approve the consummation of the Transactions.

5.24. State Takeover Statutes

Inapplicable. No “moratorium,” “control share acquisition,” “business

combination,” “fair price,” or other form of anti-takeover Legal Requirement is applicable to the Merger and the other

Transactions, including with respect to the Voting Agreements. If any “moratorium,” “control share acquisition,”

“business combination,” “fair price,” or other form of anti-takeover Legal Requirement becomes applicable to,

the Merger and the other Transactions, PubCo shall take all such lawful action as is as are necessary so that the Transactions may be

consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects

of such statute or regulation on the Merger and the other Transactions.

5.25. Anti-Bribery; Anti-Corruption.

Since the Reference Date, none of the PubCo Group or, to the Knowledge of PubCo, any member of the PubCo Group’s respective directors,

officers, employees or any other Persons, in each case, acting on their behalf, at their direction or for their benefit, has, in connection

with the operation of the business of the PubCo Group, and in each case in all material respects, directly or indirectly: (a) made,

offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of

any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any

official of such party or campaign, for the purpose of: (i) influencing any act or decision of such government official, candidate,

party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign

or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining

business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise

securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment,

kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer

any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund

of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records related

to any of the foregoing; or (f) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C.

§§78dd-1, et seq., the United Kingdom Bribery Act 2010, OECD Convention on Combating Bribery of Foreign Public Officials in

International Business Transactions, the UN Convention against Corruption, United States Currency, Foreign Transactions Reporting Act

of 1970, or any other applicable anti-corruption or anti-bribery Legal Requirements (aka, Anti-Corruption Laws). No member of the PubCo

Group or any member of the PubCo Group’s respective directors, officers or, to the Knowledge of PubCo, any member of the PubCo

Group’s respective employees or any other Persons acting on their behalf, at their direction or for their benefit, and in each

case in all material respects, (i) is or has been the subject of an unresolved claim or allegation by a Governmental Entity, relating

to (A) any potential violation of applicable Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe,

rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official,

to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication

from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure

to comply with, any Anti-Corruption Law. Since the Reference Date, the PubCo Group has had and maintained a system or systems of internal

controls reasonably designed to ensure compliance with the Anti-Corruption Laws and applicable Anti-Corruption Laws.

5.26. International Trade;

Sanctions.

(a) Since

the Reference Date, the PubCo Group, the PubCo Group’s respective directors, officers, Affiliates and, to the Knowledge of PubCo,

any member of the PubCo Group’s respective employees or any other Persons acting on their behalf, in connection with the operation

of the business of the PubCo Group, and in each case in all material respects: (i) have been in compliance with all applicable Customs

& International Trade Laws; (ii) have obtained all import and export licenses and all other consents, notices, waivers, approvals,

orders, authorizations, registrations, declarations, classifications and filings required for the export, deemed export, import, re-export,

deemed re-export or transfer of goods, services, software and technology required for the operation of the respective businesses of the

PubCo Group, including the Customs & International Trade Authorizations; (iii) have not been the subject of any civil or criminal

fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment or denial of future Customs

& International Trade Authorizations in connection with any actual or alleged violation of any applicable Customs & International

Trade Laws; and (iv) have not received any actual or, to the Knowledge of PubCo, threatened claims, investigations or requests for information

by a Governmental Entity with respect to Customs & International Trade Authorizations and compliance with applicable Customs &

International Trade Laws and have not made any disclosures to any Governmental Entity with respect to any actual or potential noncompliance

with any applicable Customs & International Trade Laws. The PubCo Group has in place adequate controls and systems reasonably designed

to ensure compliance with applicable Customs & International Trade Laws in each of the jurisdictions in which the PubCo Group or any

of their respective Affiliates is incorporated or does business.

(b) None

of the PubCo Group members or any member of the PubCo Group’s respective directors, officers or, to the Knowledge of PubCo, any

member of the PubCo Group’s respective Affiliates, employees or any other Persons acting on their behalf is or has been since the

Reference Date, a Sanctioned Person. Since the Reference Date, the PubCo Group and the PubCo Group’s respective directors, officers

or, to the Knowledge of PubCo, any member of the PubCo Group’s respective Affiliates, employees or any other Persons acting on their

behalf have, in connection with the operation of the business of the PubCo Group, been in material compliance with any applicable Sanctions.

Since the Reference Date, (i) no Governmental Entity has initiated any action or imposed any civil or criminal fine, penalty, seizure,

forfeiture, revocation of an authorization, debarment or denial of future authorizations against any member of the PubCo Group or any

of their respective directors, officers or, to the Knowledge of PubCo, any member of the PubCo Group’s respective employees or any

other Persons acting on their behalf in connection with any actual or alleged violation of any applicable Sanctions, (ii) there have been

no actual or threatened claims or requests for information by a Governmental Entity received by a Company Group with respect to the PubCo

Group’s or any of their respective Affiliates’ compliance with applicable Sanctions and (iii) no disclosures have been made

to any Governmental Entity with respect to any actual or potential noncompliance with applicable Sanctions. The PubCo Group has in place

adequate controls and systems reasonably designed to ensure compliance with applicable Sanctions.

5.27. Brokers.

Other than the Persons set forth in Section 5.27 of the PubCo Disclosure Letter, PubCo does not have any liability or obligation

to pay any fees or commissions to any broker, finder or agent with respect to the Transactions.

5.28. Disclaimer of Other

Warranties. PUBCO AND MERGER SUB EACH HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED

IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, NONE OF PARENT, THE COMPANY PARTIES, ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR

ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY

WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PUBCO, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER

PERSON, WITH RESPECT TO PARENT OR THE COMPANY PARTIES OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING

ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES, OR FUTURE

PLANS. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY PARENT AND THE COMPANY PARTIES

IN ARTICLE IV OR BY PARENT OR THE COMPANY PARTIES IN ANY OTHER TRANSACTION AGREEMENT, NONE OF PARENT, THE COMPANY PARTIES,

ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IS MAKING OR SHALL BE DEEMED TO HAVE MADE

ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (A) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE BY OR ON BEHALF

OF PARENT AND THE COMPANY PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (B) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL

INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (C) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET, OR SIMILAR ITEM RELATING TO

ANY OF PARENT OR THE COMPANY PARTIES OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS

OF OPERATIONS OR PROJECTED OPERATIONS OF THE FOREGOING. EACH OF PUBCO AND MERGER SUB HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON, AND

EACH OF PUBCO AND MERGER SUB HEREBY EXPRESSLY DISCLAIMS RELIANCE ON, ANY PROMISE, REPRESENTATION, OR WARRANTY THAT IS NOT EXPRESSLY SET

FORTH IN THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS. EACH OF PUBCO AND MERGER SUB ACKNOWLEDGES THAT IT HAS CONDUCTED,

TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF PARENT AND THE COMPANY GROUP AND THEIR RESPECTIVE BUSINESSES, ASSETS,

LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS, AND IN MAKING ITS DETERMINATION, EACH OF

MERGER SUB AND PUBCO HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS

AND WARRANTIES OF PARENT AND THE COMPANY PARTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THOSE EXPRESSLY SET FORTH IN THE OTHER TRANSACTION

AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 5.28, CLAIMS AGAINST PARENT OR THE COMPANY

PARTIES WILL NOT BE LIMITED IN ANY RESPECT IN THE EVENT OF INTENTIONAL FRAUD (AS DEFINED HEREIN).

Article VI

CONDUCT PRIOR TO THE CLOSING DATE

6.1. Conduct of Business

by the Company and the Company Subsidiaries.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms

and the Closing, the Company shall, and shall cause each of the Company Subsidiaries to carry on its business in the ordinary course consistent

with past practice, except: (w) to the extent that PubCo shall otherwise consent in writing (such consent not to be unreasonably withheld,

conditioned, or delayed); (x) as required by applicable Legal Requirements or any Governmental Entity; (y) as expressly required, permitted,

or contemplated by this Agreement or any of the other Transaction Agreements; or (z) as set forth in Section 6.1(a) of the

Company Disclosure Letter. Notwithstanding the foregoing, no action or failure to take action with respect to matters specifically addressed

by any of the provisions of Section 6.1(b) shall constitute a breach under this Section 6.1(a) unless such action

or failure to take action would constitute a breach of such provision of Section 6.1(b) and this Section 6.1(a).

(b) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms

and the Closing, except (w) to the extent that PubCo shall otherwise consent in writing (such consent not to be unreasonably withheld,

conditioned, or delayed); (x) as required by applicable Legal Requirements or any Governmental Entity; (y) as expressly required, permitted,

or contemplated by this Agreement or any of the other Transaction Agreements; or (z) as set forth in Section 6.1(b) of the

Company Disclosure Letter, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following:

(i) sell,

assign, lease, sublease, exclusively license, exclusively sublicense, abandon, pledge, or otherwise transfer or dispose of or grant any

right, title or interest in, to or under, any material assets (including material Owned Intellectual Property) of the Company or Opco,

except (A) in the ordinary course of business or (B) any transaction between the Company or any of its direct or indirect wholly-owned

Subsidiaries, on the one hand, and any other direct or indirect wholly-owned Subsidiary of the Company, on the other hand;

(ii) except

for transactions solely among the Company and any of the Company Subsidiaries: (A) declare, set aside or pay any dividends on or make

any other distributions (whether in cash, stock, equity securities, or property) in respect of any capital stock or other equity security

of any Company Group member (other than distributions made by any direct or indirect wholly-owned Subsidiaries of the Company to the Company

or any of its other direct or indirect wholly-owned Subsidiaries), or split, combine, or reclassify any capital stock or other equity

security of any Company Group member; (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire,

any capital stock or other equity security of any Company Group member (other than repurchases, redemptions, or other acquisitions of

any such capital stock or other equity security from directors, officers, employees, or consultants in accordance with the terms of any

equity incentive plan or such Person’s employment, grant, consulting, or subscription agreement, in each case, in accordance with

the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the

date of this Agreement in accordance with this Agreement); or (C) grant, issue or sell, or authorize the grant, issuance or sale of any

capital stock or equity security of any Company Group member (other than any grants, issuances, or sales made to directors, officers,

employees, or consultants in accordance with the terms of any equity incentive plan or such Person’s employment, grant, or subscription

agreement, in each case, up to the total number of equity awards available under the Company’s equity award pool as of the date

of this Agreement and in accordance with the Company’s Governing Documents and such plan or agreement, as in effect as of the date

of this Agreement or modified after the date of this Agreement in accordance with this Agreement);

(iii) amend

its Governing Documents other than to provide for grants of equity or equity-based compensation awards to directors and employees in the

ordinary course of business consistent with past practice;

(iv) voluntarily

sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public or otherwise

dispose of material assets or properties of any of the Company or Opco, or agree to do any of the foregoing

(v) (A)

make any loans to any Person other than advances for business expenses and loans or advances to customers and suppliers in the ordinary

course of business consistent with past practice; or (B) create, incur, assume, guarantee, or otherwise become liable for, any indebtedness

for borrowed money incurred after the date hereof in excess of $50,000 other than (1) guarantees of any such indebtedness of any Subsidiaries

of the Company or guarantees by any Subsidiaries of the Company of any such indebtedness of the Company, (2) any transaction between the

Company or any of its direct or indirect wholly-owned Subsidiaries, on the one hand, and any other direct or indirect wholly-owned Subsidiary

of the Company, on the other hand, and (3) indebtedness of the Company or any of its Subsidiaries with liquidity providers or payment

processors that may be necessary for the operation of the business of any Company Group member;

(vi) except

as required by GAAP (or any interpretation thereof) or to obtain compliance with PCAOB auditing standards or to upgrade its practices

to those suitable for a public company, make any material change in accounting methods, principles or practices;

(vii) (A)

make, change, or revoke any material Tax election; or (B) change (or request to change) any material method of accounting for Tax purposes,

in each case other than in the ordinary course of business or required by an applicable Legal Requirement;

(viii) engage

in any material new line of business, excluding any expansion (A) of any existing line of business or (B) into a new geographical region;

(ix) authorize,

recommend, propose, or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution,

or winding-up of the Company; or

(x) agree

in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(b)(i) through Section

6.1(b)(ix).

generality of the foregoing, nothing set forth in Section 6.1(b) shall restrict Company’s rights to:

(i) effectuate the Company Investment upon the terms set forth in the Subscription Agreement or (ii) enter into additional Subscription Agreements during the period from the date of this Agreement and continuing until the earlier

of the termination of this Agreement pursuant to its terms and the Closing; in each case in compliance with the covenants, representations

and warranties set forth in Sections 4.3(i)(2), 4.24 and 6.4.

6.2. Conduct of Business

by PubCo.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms

and the Closing, PubCo shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with

past practice, except: (w) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld,

conditioned, or delayed); (x) as required by applicable Legal Requirements or any Governmental Entity; (y) as expressly required, permitted,

or contemplated by this Agreement or any of the other Transaction Agreements; or (z) as set forth in Section 6.2(a) of the

PubCo Disclosure Letter. Notwithstanding the foregoing, no action or failure to take action with respect to matters specifically addressed

by any of the provisions of Section 6.2(b) shall constitute a breach under this Section 6.2(a) unless such action

or failure to take action would constitute a breach of such provision of Section 6.2(b) and this Section 6.2(a).

(b) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms

and the Closing, except (w) as required by applicable Legal Requirements or any Governmental Entity; (x) to the extent that the Company

shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned, or delayed); (y) as expressly required,

permitted, or contemplated by this Agreement or any of the other Transaction Agreements; or (z) as set forth in Section 6.2(b)

of the PubCo Disclosure Letter, PubCo shall not do any of the following:

(i) declare,

set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities, or property) in respect of any

capital stock, warrant or other equity security or split, combine, split or reclassify any capital stock, warrant or other equity security,

effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for

any capital stock or warrant, or effect any like change in capitalization;

(ii) purchase,

redeem, or otherwise acquire, directly or indirectly, any equity securities of PubCo, any of PubCo Subsidiaries, the Company or any of

Company Subsidiaries;

(iii) acquire

or establish any Subsidiary;

(iv) grant,

issue, deliver, sell, authorize, pledge, or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital

stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities,

or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible

into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character

obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities (other than any

grants, issuances, or sales made to directors, officers, employees, or consultants in accordance with the terms of any equity incentive

plan or such Person’s employment, grant, or subscription agreement, in each case, up to the total number of equity awards available

under PubCo’s equity award pool as of the date of this Agreement and in accordance with PubCo’s Governing Document and such

plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this

Agreement);

(v) enter

into any agreement, understanding or arrangement with respect to the voting of equity securities of PubCo (except for any Voting Agreement);

(vi) amend

its Governing Documents (except as contemplated by the PubCo Stockholder Matters);

(vii) voluntarily

sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public or otherwise

dispose of material assets or properties of PubCo or its Subsidiaries, or agree to do any of the foregoing;

(viii) (A)

create, incur, assume, guarantee, or otherwise become liable for, any indebtedness for borrowed money; (B) issue or sell any debt securities

or options, warrants, calls, or other rights to acquire any debt securities, enter into any “keep well” or other agreement

to maintain any financial statement condition; (C) make a loan or advance to, or capital contribution or investment in, any Person; or

(D) enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business;

(ix) except

as required by GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in accounting methods, principles,

or practices;

(x) (A)

make, change or revoke any material Tax election; or (B) change (or request to change) any material method of accounting for Tax purposes,

in each case other than in the ordinary course of business or required by an applicable Legal Requirement;

(xi) create

any Liens on any material property or material assets of PubCo;

(xii) liquidate,

dissolve, reorganize, or otherwise wind up the business or operations of PubCo;

(xiii) pay,

distribute, or advance any assets or property to any of its officers, directors, stockholders or other Affiliates (other than its Subsidiaries)

or enter into or amend any agreement with respect to the foregoing, other than regarding (A) payments or distributions relating to obligations

in respect of arm’s-length commercial transactions or (B) reimbursement for reasonable expenses incurred in connection with PubCo

or its Subsidiaries;

(xiv) hire

any employee or adopt or enter into any employee benefit or compensatory plan, policy, program, agreement, trust or arrangement;

(xv) incur

(or otherwise take any action that would reasonably be expected to incur) PubCo Transaction Costs in excess of the amount set forth on

Section 6.2(b)(xiv) of the PubCo Disclosure Letter; or

(xvi) agree

in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.2(b)(i) through Section 6.2(b)(xiv).

contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the operations of

PubCo prior to the Effective Time. Prior to the Effective Time, PubCo shall exercise, consistent with the terms and conditions of this

Agreement, complete unilateral control and supervision over its business operations.

6.3. Requests for Consent.

Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that (a) an e-mail from the Company to one or more

of the individuals (or such other individuals as PubCo may specify by notice to the Company) set forth on Section 6.3 of

the PubCo Disclosure Letter specifically requesting consent under Section 6.1 shall constitute a valid request by the Company,

and an e-mail from any such individual providing a consent in response to such request shall constitute a valid consent, for all purposes

under Section 6.1 and (b) an e-mail from PubCo to one or

more of the individuals (or such other individuals as the Company may specify by notice to PubCo) set forth on Section 6.3

of the Company Disclosure Letter specifically requesting consent under Section 6.2

shall constitute a valid request by PubCo, and an e-mail from any such individual providing a consent in response to such request shall

constitute a valid consent, for all purposes under Section 6.2.

6.4. Company

Investment.

(a) Subject

to the terms and conditions of this Agreement, the Parties shall use commercially reasonable efforts to consummate the Company Investment

on the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Company Investment as described

in the Subscription Agreement and shall not permit any termination, amendment, or modification to be made to, or any waiver of any provision

under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver, or replacement (i) reduces

the aggregate amount of the Company Investment or (ii) imposes new or additional conditions or otherwise expands, amends, or modifies

any of the conditions to the receipt of the Company Investment, or otherwise expands, amends, or modifies any other provision of the Subscription

Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Company Investment (or satisfaction

of the conditions to the consummation of the Company Investment) at or substantially simultaneously with the Closing or (y) adversely

impact the ability of a Party to enforce its rights against other parties to the Subscription Agreement. Each Party shall promptly deliver

to the other Parties copies of any such termination, amendment, modification, waiver, or replacement.

(b) The

Parties shall use commercially reasonable efforts to (i) maintain in effect the Subscription Agreement, (ii) enforce their respective

rights under the Subscription Agreement, and (iii) comply with their respective obligations under the Subscription Agreement.

Party shall give the other Parties prompt notice (i) of any breach or default by any party to the Subscription Agreement under the

Subscription Agreement or related to the Company Investment, in each case, of which such Party becomes aware, (ii) of the receipt

of any written notice or other written communication from any purchaser with respect to any (x) actual breach, default, termination,

or repudiation by any party to any provisions of the Subscription Agreement or related to the Company Investment, or (y) material

dispute or disagreement relating to the Subscription Agreement, the Company Investment, or the obligation to fund the Company Investment

at or substantially simultaneously with the Closing, and (iii) if at any time, for any reason, the Company believes in good faith

that it will not be able to obtain all or any portion of the Company Investment on the terms and conditions set forth in the Subscription

Agreement or, in the manner or from the sources contemplated by the Subscription Agreement, the Company shall promptly provide information

reasonably requested by the other Parties relating to the circumstances referred to in clauses (i), (ii), or (iii) of the immediately

preceding sentence.

Article VII

ADDITIONAL AGREEMENTS

7.1. Registration Statement; Proxy Statement/Prospectus.

(a) As

promptly as practicable following the execution and delivery of this Agreement, the Company and PubCo shall, in accordance with this Section 7.1,

jointly prepare and PubCo shall file with the SEC a mutually agreed upon (such agreement not to be unreasonably withheld, conditioned

or delayed by either PubCo or the Company, as applicable) (i) registration statement on Form S-4 (as such filing is amended or supplemented,

the “Registration Statement”) for the purpose of registering under the Securities Act the offer and sale of PubCo Common

Stock to be issued as the Merger Consideration, and (ii) proxy statement/prospectus to be filed with the SEC as part of the Registration

Statement and sent to the PubCo Stockholders relating to the PubCo Special Meeting (such proxy statement/prospectus, together with any

amendments or supplements thereto, the “Proxy Statement/Prospectus”), both of which shall comply as to form, in all

material respects, with the provisions of the Securities Act and Exchange Act (as applicable), for the purposes of soliciting proxies

from the PubCo Stockholders to vote at the PubCo Special Meeting in favor of the PubCo Stockholder Matters.

(b) Each

of the Company and PubCo shall use their respective commercially reasonable efforts to (i) cause the Registration Statement (including

the Proxy Statement/Prospectus), when filed, to comply in all material respects with all applicable Legal Requirements, (ii) respond as

promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement

(including the Proxy Statement/Prospectus), (iii) have the Registration Statement declared effective under the Securities Act as promptly

as practicable after the date on which the Registration Statement is initially filed with the SEC, and (iv) keep the Registration Statement

effective for so long as necessary to complete the Merger.

at any time prior to the PubCo Special Meeting, any information relating to PubCo or the Company, or any of their respective Affiliates,

officers or directors, is discovered which is required to be set forth in an amendment or supplement to the Registration Statement so

that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information

shall promptly inform the other Party and each of PubCo and the Company shall cooperate reasonably in connection with preparing an appropriate

amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Legal Requirements,

disseminating such information to the PubCo Stockholders.

(d) Parent,

the Company, and PubCo shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act, and

applicable “blue sky” laws. Parent, the Company and PubCo agree to use commercially reasonable efforts to promptly provide

the other Party with all information in its possession concerning the business, management, operations and financial condition of such

Party reasonably requested by the other Party for inclusion in the Registration Statement. Parent, the Company, and PubCo shall cause

the officers and employees of such Party to be reasonably available, during normal business hours, to the other Party and its counsel,

auditors and other advisors in connection with the drafting of the Registration Statement and responding in a timely manner to comments

on the Registration Statement from the SEC.

7.2. PubCo Stockholder

Approval.

(a) PubCo

shall, prior to the Proxy Statement/Prospectus Clearance Date, set a record date that is mutually agreed upon by PubCo and the Company

(the “PubCo Record Date”) for determining the PubCo Stockholders entitled to notice of and to vote at the PubCo Special

Meeting. PubCo shall timely commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. Promptly following

the Proxy Statement/Prospectus Clearance Date, PubCo shall file the definitive Proxy Statement/Prospectus with the SEC and cause the Proxy

Statement/Prospectus to be mailed to each PubCo Stockholder of record as of the PubCo Record Date (such date on which the Proxy Statement/Prospectus

is mailed to the PubCo Stockholders, the “Proxy Statement/Prospectus Mailing Date”).

(b) PubCo

shall, as promptly as practicable following the Proxy Statement/Prospectus Clearance Date, duly call, give notice of, and hold a special

meeting of the PubCo Stockholders for the purpose of obtaining the PubCo Stockholder Approval of the PubCo Stockholder Matters (the “PubCo

Special Meeting”), which meeting shall be held not more than twenty five (25) Business Days after the Proxy Statement/Prospectus

Mailing Date and in any event prior to the Outside Date. Without the prior written consent of the Company, the PubCo Stockholder Matters

shall be the only matters (other than procedural matters) which PubCo shall propose to be acted on by the PubCo Stockholders at the PubCo

Special Meeting. Except in connection with a PubCo Change in Recommendation made in accordance with this Section 7.2(b), PubCo

shall use commercially reasonable efforts to obtain the PubCo Stockholder Approval of the PubCo Stockholder Matters at the PubCo Special

Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of

seeking the obtainment of the PubCo Stockholder Approval of the PubCo Stockholder Matters and, if requested by the Company, engaging a

proxy solicitor (at Parent’s expense as a Parent Transaction Cost) reasonably acceptable to the Company to solicit proxies from

the PubCo Stockholders in furtherance of obtaining PubCo Stockholder Approval of the PubCo Stockholder Matters. Subject to the proviso

in the immediately following sentence, PubCo shall include the PubCo Recommendation in the Proxy Statement/Prospectus. The PubCo Board

shall not (and no committee or subcommittee of the PubCo Board shall) change, withdraw, withhold, qualify, or modify, or publicly propose

to change, withdraw, withhold, qualify, or modify, the PubCo Recommendation (a “PubCo Change in Recommendation”); provided,

however, that the PubCo Board may make a PubCo Change in Recommendation (although the resolutions approving this Agreement as of

the date hereof may not be rescinded or amended) only if (i) an Intervening Event occurs, (ii) the PubCo Board determines in good faith,

after consultation with its outside legal counsel, that a failure to make a PubCo Change in Recommendation would reasonably be expected

to be inconsistent with its fiduciary duties to the PubCo Stockholders under Delaware Law, (iii) PubCo delivers to the Company a written

notice advising the Company that the PubCo Board proposes to make a PubCo Change in Recommendation due to an Intervening Event (an “Intervening

Event Notice”) and containing a detailed description of the facts and circumstances that constitute an Intervening Event, and

(iv) at or after 10:00 a.m., New York City time, on the fifth (5th) Business Day immediately following the day on which PubCo

delivered the Intervening Event Notice, based solely on the occurrence of such Intervening Event, the PubCo Board again determines in

good faith, after consultation with its outside legal counsel, that the failure to make a PubCo Change in Recommendation would reasonably

be expected to be inconsistent with its fiduciary duties to PubCo and the PubCo Stockholders under Delaware law (after taking into account

any state of facts, development, change, circumstance, occurrence, event, or effect (including any action taken by any Company Group member)

that eliminates or mitigates such Intervening Event); provided, further, that the PubCo Board may make a PubCo Change in

Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended) only if (i) PubCo

receives a bona fide written and unsolicited Acquisition Proposal, (ii) the PubCo Board determines, in good faith, after consultation

with its outside legal counsel, that such Acquisition Proposal would reasonably be expected to be a Superior Proposal, (iii) PubCo delivers

the Company a written notice advising the Company that the PubCo Board has determined that such Acquisition Proposal would reasonably

be expected to be a Superior Proposal (the “Superior Proposal Notice”) and containing a description of such Acquisition

Proposal, including any agreement, document, or instrument evidencing such Acquisition Proposal, and (iv) at or after 10:00 a.m. New York

City time on the fifth (5th) Business Day immediately following the day on which PubCo delivered the Superior Proposal Notice,

based solely on such Acquisition Proposal, the PubCo Board determines, in good faith, after consultation with its outside legal counsel,

that the failure to make a PubCo Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary duties to

PubCo and the PubCo Stockholders under Delaware law (after taking into account any amendment to the terms and provisions of this Agreement

and the other Transaction Agreements proposed by the Company). PubCo agrees that its obligation to establish a record date for determining

the PubCo Stockholders entitled to notice of and to vote, duly call, give notice of, and hold the PubCo Special Meeting for the purpose

of seeking the obtainment of the PubCo Stockholder Approval of the PubCo Stockholder Matters shall not be affected by any PubCo Change

in Recommendation, and that PubCo is required to establish a record date for determining the PubCo Stockholders entitled to notice of

and to vote, duly call, give notice of, and hold the PubCo Special Meeting and submit for the approval of the PubCo Stockholders the PubCo

Stockholder Matters regardless of whether or not there shall have occurred any PubCo Change in Recommendation.

anything to the contrary contained in this Agreement, PubCo shall not postpone or adjourn the PubCo Special Meeting except in accordance

with this Section 7.2(c). PubCo shall be entitled to postpone or adjourn the PubCo Special Meeting: (i) after consultation

with the Company, to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the PubCo Board has determined in

good faith is required by applicable Legal Requirements is disclosed and promptly disseminated to the PubCo Stockholders prior to the

PubCo Special Meeting to the extent required by applicable Legal Requirements; (ii) if, as of the time for which the PubCo Special Meeting

is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient PubCo Common Stock represented (either

in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the PubCo Special Meeting; or (iii)

in order to solicit additional proxies from the PubCo Stockholders for purposes of obtaining the PubCo Stockholder Approval of the PubCo

Stockholder Matters if, as of the time for which the PubCo Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus),

PubCo Common Stock voted by proxy are not sufficient to obtain the PubCo Stockholder Approval of the PubCo Stockholder Matters; provided

that in the event of a postponement or adjournment pursuant to the foregoing clauses (i) or (ii) the PubCo Special Meeting shall

be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. PubCo (i) shall,

if requested in writing by the Company prior to the start of the PubCo Special Meeting, postpone or adjourn the PubCo Special Meeting,

and (ii) shall not, without the consent of the Company, adjourn or postpone the PubCo Special Meeting to a date that is beyond four Business

Days prior to the Outside Date unless the PubCo Board determines, in good faith, after consultation with its outside legal counsel,

that (x) the taking of such action would reasonably be expected to be inconsistent with its fiduciary duties to PubCo and the PubCo stockholders

under Delaware law and (y) the failure to take such action would reasonably be expected to be inconstant with its fiduciary duties to

PubCo and the PubCo Stockholders, respectively.

7.3. Certain Regulatory Matters.

(a) Each

of the Parties shall use commercially reasonable efforts to take, or cause to be taken, or to do or cause to be done, all actions and

things necessary or advisable to consummate and make effective as promptly as practicable the Transactions. Without limiting the generality

of the foregoing, as promptly as practicable following the date of this Agreement, the Parties shall make all filings, notices, waiver

requests, applications and other submissions, to any Governmental Entity (the “Required Regulatory Filings”) that are

necessary or advisable in connection with all consents, approvals, orders, authorizations, clearances, licenses, waivers, and exemptions,

that are necessary, proper or advisable to be obtained with respect to the Transactions (the “Required Regulatory Approvals”).

The Parties shall promptly and in good faith respond to all information requested of them by any Governmental Entity in connection with

such Required Regulatory Filings and otherwise reasonably cooperate in good faith with each other and such Governmental Entities in connection

with the Required Regulatory Filings and obtaining the Required Regulatory Approvals. Each Party will promptly furnish to the other Party

such information and assistance as the other may reasonably request in connection with its preparation of any Required Regulatory Filings

and will take all other commercially reasonable actions necessary or advisable to cause the expiration or termination of any applicable

waiting periods with respect to any Required Regulatory Approval as soon as practicable. Unless prohibited by any applicable Legal Requirement

or Governmental Entity, the Company shall promptly furnish to PubCo, and PubCo shall promptly furnish to the Company, copies of any notices

or substantive written communications received by such Party or any of its Affiliates from any Governmental Entity with respect to the

Transactions, and each Party shall permit counsel to the other Party an opportunity to review in advance, and each Party shall consider

in good faith the views of such counsel in connection with, any proposed written communications by such Party and/or its Affiliates to

any Governmental Entity concerning the Transactions; provided that none of the Parties shall enter into any agreement with any Governmental

Entity with respect to the Transactions without the written consent of the other Parties. To the extent not prohibited by any applicable

Legal Requirement, the Company agrees to provide PubCo and its counsel, and PubCo agrees to provide the Company and its counsel, the opportunity,

on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such

Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or

in connection with the Transactions. Each of the Company and PubCo may, as they deem necessary, designate any sensitive materials to be

exchanged in connection with this Section 7.3(a) as “counsel only” and any such sensitive materials, as well as

the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged

outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party

without the advance written consent of the party supplying such materials or information. No Party shall willfully take any action that

will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Required Regulatory Approvals.

(b) Nothing

in this Section 7.3 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of,

or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Company Group member or

any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and

contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into

new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its

Affiliates, except with PubCo’s and the Company’s prior written consent.

filing fees required by Governmental Entities, including with respect to the Required Regulatory Approvals, or any registrations, declarations

and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and

the consummation of the Transactions, shall be borne entirely by PubCo.

7.4. Other Filings; Press Release.

(a) As

promptly as practicable after execution of this Agreement, PubCo will prepare and file with the SEC a Current Report on Form 8-K pursuant

to the Exchange Act to report the execution of this Agreement (the “Signing Form 8-K”). PubCo shall provide the Company

with a reasonable opportunity to review and comment on the Signing Form 8-K prior to its filing and shall consider such comments in good

faith.

(b) Promptly

after the execution of this Agreement, PubCo and the Company shall also issue a mutually agreed upon joint press release announcing the

execution of this Agreement.

7.5. Confidentiality; Communications Plan;

Access to Information.

(a) The

Confidentiality Agreement, and the terms thereof, are hereby incorporated herein by reference. As of the Effective Time, the Confidentiality

Agreement will automatically terminate; provided, however, that if for any reason this Agreement is terminated prior to

the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b) Subject

to Section 7.4, PubCo and the Company shall reasonably cooperate to create and implement a mutually agreed upon (such agreement

not to be unreasonably withheld, conditioned or delayed) communications plan regarding the Transactions promptly following the date hereof.

Notwithstanding the foregoing, none of the Parties or any of their respective Affiliates will make any public announcement or issue any

public communication regarding this Agreement, the other Transaction Agreements or the Transactions or any matter related to the foregoing,

without the prior written consent of the Company, in the case of a public announcement by PubCo, or PubCo, in the case of a public announcement

by the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) for routine disclosures

to Governmental Entities made by the Company in the ordinary course of business; (ii) if such announcement or other communication is required

by applicable Legal Requirements (provided that, to the extent permitted by applicable Legal Requirements, the disclosing Party

first shall, to the extent reasonably practicable, allow such other Parties to review such public announcement or communication and have

the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith); (iii) in the case of the Company,

if such announcement or other communication is made in connection with fundraising or other investment related activities and is made

to the Company’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality;

(iv) in the case of the Company, (A) internal announcements to employees of any member of the Company Group or (B) communications to banks,

customers, or suppliers of the Company Group as the Company determines in good faith to be reasonably appropriate (such determination

to be made by the Company in good faith); (v) to the extent such announcements or other communications contain only information previously

disclosed in a public statement, press release, or other communication previously approved in accordance with Section 7.3

or this Section 7.5(b); (vi) announcements and communications to Governmental Entities in connection with registrations, declarations,

and filings relating to the Transactions that are required to be made under this Agreement; and (vii) to enforce any of their respective

rights or comply with any of their respective obligations under this Agreement or any other Transaction Agreement.

the date hereof until the Closing, the Company will use commercially reasonable efforts to afford PubCo and its financial advisors, accountants,

counsel, and other representatives reasonable access during the Company’s normal business hours, upon reasonable notice, to the

properties, books, records, and personnel of the Company Group, as PubCo may reasonably request solely for purposes of facilitating the

consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to materially

interfere with the businesses or operations of such member of the Company Group. From the date hereof until the Closing, PubCo will use

commercially reasonable efforts to afford the Company and its financial advisors, accountants, counsel, and other representatives reasonable

access during the Company’s normal business hours, upon reasonable notice, to the properties, books, records, and personnel of PubCo,

as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any

such access shall be conducted in a manner not to materially interfere with the businesses or operations of PubCo. Notwithstanding anything

to the contrary set forth in this Section 7.5(c), no Party shall be required to take any action, provide any access to, or

furnish any information that such Party in good faith reasonably believes would be reasonably likely to (i) cause or constitute a waiver

of the attorney-client or other similar protection or privilege, (ii) violate any applicable Legal Requirement, or (iii) violate any Contract

to which such Party is a party or bound; provided, however, that the Parties agree to use commercially reasonable efforts

to make alternative arrangements to allow for such access or furnishings in a manner that does not result in the events set out in the

foregoing clauses (ii) and (iii).

7.6. Commercially Reasonable

Efforts. Upon the terms and subject to the conditions set forth in this Agreement, and

without limiting the obligations of any Party under Section 7.3, each of the Parties agrees to use commercially reasonable

efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties

in doing, all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the

Transactions, including using commercially reasonable efforts to: (a) cause the conditions set forth in Article VIII

to be satisfied prior to the Outside Date; (b) defend any suits, claims, actions, investigations, or proceedings, whether judicial or

administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining

order entered by any court or other Governmental Entity vacated or reversed; and (c) execute and deliver any additional instruments reasonably

necessary to consummate, and to fully carry out the purposes of, the Transactions. Notwithstanding anything herein to the contrary, nothing

in this Agreement shall be deemed to require PubCo or the Company to agree to any divestiture by itself or any of its Affiliates of shares

of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct

their business or to own or exercise control of their respective assets, properties, and capital stock.

7.7. Company and PubCo Securities Listings.

(a) From

the date hereof through the Closing, PubCo shall use its commercially reasonable efforts to ensure that PubCo remains listed as a public

company on, and for the Merger Consideration to be listed on, NASDAQ, subject to official notice of issuance, as promptly as reasonably

practicable after the Proxy Statement/Prospectus Clearance Date, and in any event prior to the Effective Time.

(b) From

the date hereof through the Closing, PubCo will use commercially reasonable efforts to keep current and timely file all reports required

to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Legal

Requirements.

7.8. No Solicitation.

(a) During

the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms

and the Closing, each of Parent, the Company, OpCo, and PubCo shall not, and shall direct its and their employees, agents, officers, directors,

managers, representatives, and advisors (collectively, “Representatives”) not to, directly or indirectly: (i) solicit,

initiate, or knowingly encourage any inquiries or proposals by, or provide any information to, any Person (other than the Parties) concerning

any Acquisition Proposal or any merger, consolidation, purchase of ownership interests or assets of, by or otherwise involving the Company

or OpCo, or any recapitalization or other business combination transaction involving Parent, the Company, or OpCo (each, a “Business

Combination”); (ii) enter into or continue any discussions, negotiations, or transactions with or respond to any inquiries or

proposals by any other Person concerning any Acquisition Proposal or any Business Combination, except to inform such Person of the applicable

Party’s obligations under this Section 7.8; (iii) enter into any agreement regarding an Acquisition Proposal or a Business

Combination; (iv) commence, continue, or renew any due diligence investigation regarding an Acquisition Proposal or a Business Combination;

or (v) prepare or take any steps in connection with an offering of any securities of the Company, or OpCo (or any Affiliate or successor),

except in respect of the Company Investment. Each of Parent, the Company, OpCo, and PubCo shall, and shall cause its Representatives to,

immediately cease any and all existing discussions or negotiations with any Person with respect to any Acquisition Proposal or Business

Combination.

(b) Each

Party shall promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) notify

the other Parties if it or, to its Knowledge, any of its or its Representatives receives any inquiry, proposal, offer, or submission with

respect to an Acquisition Proposal or a Business Combination (including the identity of the Person making such inquiry or submitting such

proposal, offer, or submission), after the date of this Agreement. If either Party or its Representatives receives an inquiry, proposal,

offer, or submission with respect to an Acquisition Proposal or a Business Combination, such Party shall provide the other Parties with

a copy of such inquiry, proposal, offer, or submission.

in the foregoing provisions of this Section 7.8 shall prevent PubCo or the PubCo Board from, at any time prior to the obtainment

of the PubCo Stockholder Approval of the PubCo Stockholders Matters, providing information to any Person who has made a bona fide written

and unsolicited Acquisition Proposal only if (i) such Acquisition Proposal is received by PubCo after the date of this Agreement, (ii)

the PubCo Board determines, in good faith, after consultation with its outside legal counsel, that such Acquisition Proposal would reasonably

be expected to be a Superior Proposal, (iii) the PubCo Board determines, in good faith, after consultation with its outside legal counsel,

that failure to provide information would reasonably be expected to be inconsistent with its fiduciary duties to PubCo and the PubCo Stockholders

under Delaware law, and (iv) such Person executes and delivers to PubCo a confidentiality agreement on terms and conditions substantially

to those contained in the Confidentiality Agreement.

7.9. Director and Officer Matters.

(a) Parent,

PubCo, the Company, and the Surviving Company agree that all rights to exculpation, indemnification, and advancement of expenses now existing

in favor of the current or former directors or officers, as the case may be, of PubCo (each, together with such person’s heirs,

executors or administrators, a “PubCo D&O Indemnified Party”), as provided in PubCo’s and its Subsidiaries’

Governing Documents, shall survive the Closing until the six year anniversary of the Closing. For a period of six years from the Closing

Date, (i) PubCo shall maintain in effect the exculpation, indemnification, and advancement of expenses provisions of PubCo’s Governing

Documents and pursuant to any indemnification agreements between PubCo or any Subsidiary, on the one hand, and such PubCo D&O Indemnified

Party, on the other hand as in effect immediately prior to the Closing Date (such provisions, the “D&O Indemnification Provisions”),

(ii) PubCo shall not amend, repeal, or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely

affect the rights thereunder of any PubCo D&O Indemnified Party and (iii) PubCo shall honor and guarantee all payments required to

be made by the Surviving Company with respect to all such D&O Indemnification Provisions; provided, however, that all

exculpation and rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted, or any claim

made, within such six-year period shall continue until the final disposition of such Legal Proceeding or the final resolution of such

claim.

(b) PubCo

shall purchase, prior to the Effective Time, a six-year prepaid D&O tail policy for the non-cancellable extension of directors’

and officers’ liability coverage of PubCo’s existing directors’ and officers’ insurance policies for a claims

reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period

of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the

coverage provided under PubCo’s existing policies as of the date of this Agreement with respect to any actual or alleged error,

misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of PubCo

by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with

this Agreement or the Transaction Agreements) (the “D&O Tail Policy”). The D&O Tail Policy to be purchased

shall be subject to Parent’s reasonable prior written approval and shall be paid by PubCo as a PubCo Transaction Cost.

rights of each PubCo D&O Indemnified Party under this Section 7.9 shall be in addition to, and not in limitation of, any other

rights such individual may have under the Governing Documents of PubCo or any of its Subsidiaries, any other indemnification arrangement,

any Legal Requirement, or otherwise. The provisions of this Section 7.9 shall survive the Closing and expressly are intended

to benefit, and are enforceable by, each of the PubCo D&O Indemnified Parties, each of whom is an intended third-party beneficiary

of this Section 7.9.

(d) If

PubCo or the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not

be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties

and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of PubCo or the Surviving

Company, as applicable, assume the obligations set forth in this Section 7.9.

7.10. Tax Matters.

Notwithstanding anything herein to the contrary, transfer, documentary, sales, use, stamp, registration, excise, recording, registration,

value added and other such similar Taxes and fees (including any penalties and interest) that become payable in connection with or by

reason of the execution of this Agreement and the Transactions (collectively, “Transfer Taxes”) shall be borne equally

by PubCo and Parent. Unless otherwise required by applicable Legal Requirement, PubCo shall timely file any Tax Return or other document

with respect to such Taxes or fees (and the Company and PubCo shall reasonably cooperate with respect thereto as necessary).

7.11. Section 16

Matters. Prior to the Effective Time, the PubCo Board shall take all reasonable steps

as may be required or permitted to cause any acquisition or disposition of PubCo Common Stock that occurs or is deemed to occur by reason

of or pursuant to the Merger by each Party and its directors and officers who are or will be subject to the reporting requirements of

Section 16(a) of the Exchange Act with respect to PubCo to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by

taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

7.12. Board of Directors.

PubCo will use commercially reasonable efforts to take all actions reasonably necessary to, and the Company shall reasonably cooperate

with PubCo to, cause the PubCo Board of Directors, immediately after the Effective Time (the “Closing PubCo Board”)

to consist of a number of directors selected by the Company, which shall include (a) one (1) director as the Chief Executive Officer

of the Company (the “CEO Director”), (b) at least four (4) directors as non-executive directors designated solely

by the Company (the “Company Directors”); and (c) one (1) director as a non-executive director designated solely by

PubCo (the “PubCo Director”). The Parties currently expect that the initial PubCo Director will be the individual

set forth on Section 7.12 of the PubCo Disclosure Letter. In furtherance of PubCo’s cooperation obligations under the foregoing

sentence, prior to the Proxy Statement/Prospectus Clearance Date, the Company shall provide PubCo with a duly completed director questionnaire

with respect to the CEO Director and the Company Directors in form and substance reasonably acceptable to PubCo along with a biography

of the CEO Director and the Company Directors suitable for inclusion in the Proxy Statement/Prospectus. In accordance with the PubCo

A&R Certificate of Incorporation as in effect as of the Closing, the Parties acknowledge and agree that the Closing PubCo Board will

be a classified board with three (3) classes of directors, with:

(a) a

first class of directors (the “Class I Directors”), initially serving a term effective from the Effective Time until

the first annual meeting of the PubCo Stockholders held after the Effective Time (but any subsequent Class I Directors serving a three

(3)-year term), with two (2) of the Company Directors to serve as a Class I Director;

(b) a

second class of directors (the “Class II Directors”), initially serving a term effective from the Effective Time until

the second annual meeting of the PubCo Stockholders held following the Effective Time (but any subsequent Class II Directors serving a

three (3)-year term), with one (1) of the Company Directors and the PubCo Director to serve as Class II Directors; and

third class of directors (the “Class III Directors”), serving a term effective from the Effective Time until the third

annual meeting of the PubCo Stockholders held following the Effective Time (and any subsequent Class III Directors serving a three (3)-year

term), with the CEO Director, and two (2) of the Company Directors to serve as Class III Directors.

7.13. Incentive Equity

Plan. Prior to the Closing Date, PubCo shall approve and adopt, subject to receipt of

the relevant PubCo Stockholder Approval of the Incentive Equity Plan, the Incentive Equity Plan, in a form agreed to by PubCo and Company,

to hire and incentivize PubCo’s and its Subsidiaries’ directors, managers, executives, and other employees, and at the Effective

Time shall reserve thereunder a total pool of awards of such number of PubCo Common Stock as agreed to by PubCo and the Company. As soon

as practicable following the Closing, PubCo shall file an effective registration statement on Form S-8 (or other applicable form) with

respect to PubCo Common Stock issuable under the Incentive Equity Plan.

7.14. [Reserved].

7.15. Disclosure of Certain

Matters. Each Party shall promptly provide the other Parties with written notice of: (a)

any event, development or condition of which it obtains knowledge that is reasonably likely to cause any of the conditions set forth

in Article VIII not to be satisfied; or (b) the receipt of notice from any Person alleging that the consent of such Person

may be required in connection with the Transactions.

7.16. Nasdaq Listing.

PubCo shall prepare and submit to Nasdaq an initial listing application or notification form, as applicable, for (i) notifying Nasdaq

of the changes in the name of PubCo and (ii) the listing of PubCo Common Stock to be issued as Merger Consideration, and use its reasonable

best efforts to cause such shares to be approved for listing (subject to official notice of issuance) (the “Nasdaq Listing Application”)

and to cause such Nasdaq Listing Application to be conditionally approved prior to the Effective Time. The Parties will use reasonable

best efforts to coordinate with respect to compliance with Nasdaq rules and regulations. Each Party will promptly inform the other Party

of all verbal or written communications between Nasdaq and such Party or its representatives. Parent shall pay all Nasdaq fees associated

with the Nasdaq Listing Application as a Parent Transaction Cost. The Company and OpCo will cooperate with PubCo as reasonably requested

by PubCo with respect to the Nasdaq Listing Application and promptly furnish to PubCo all information concerning the Company and OpCo

and its respective Subsidiaries and equity holders that may be required or reasonably requested in connection with any action contemplated

by this Section 7.16.

7.17. PubCo

Preferred Stock. Prior to the Effective Time, PubCo shall cause all issued and outstanding PubCo Preferred Stock, if any, to be converted,

redeemed, exchanged, cancelled or retired such that, as of the Effective Time, there is no PubCo Preferred Stock issued or outstanding.

Article VIII

CONDITIONS TO THE TRANSACTION

8.1. Conditions to Each

Party’s Obligations. The respective obligations of each Party to this Agreement

to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions:

(a) At

the PubCo Special Meeting (including any adjournments or postponements thereof), the PubCo Stockholder Approval of the PubCo Stockholder

Matters shall have been obtained.

(b) There

shall not be in effect any injunction or other order of any Governmental Entity of competent jurisdiction prohibiting, enjoining, restricting

or making illegal the consummation of the Transactions.

Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to

any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement.

(d) PubCo

Common Stock issuable as the Merger Consideration shall be approved for listing upon the Closing on the NASDAQ (or any other public stock

market or exchange in the United States as may be agreed by the Company and PubCo), subject to notice of official issuance.

(e) The Company shall have

received, or will receive substantially simultaneously with the Closing and, in all events, prior to the Effective Time, aggregate gross

cash proceeds of at least $50,000,000 from the Company Investment.

(f) The

Company shall have obtained a written consent of OPIC to the Merger and the other Transactions for purposes of complying with the requirements

of Section 8.01(t) of the OPIC Loan Agreement.

(g) PubCo

shall have filed the PubCo A&R Certificate of Incorporation.

8.2. Additional Conditions

to Obligations of Parent and the Company. The obligations of Parent and the Company to

consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of

the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a) (i)

The Fundamental Representations of PubCo and Merger Sub shall be true and correct in all material respects (without giving effect to any

limitation as to “materiality,” “PubCo Material Adverse Effect” or any similar limitation contained therein) at

and as of the Closing as though made at and as of the Closing (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 so true and correct in all material respects as

of such earlier date); and (ii) all other representations and warranties set forth in Article V shall be true and correct

(without giving effect to any limitation as to “materiality” or “PubCo Material Adverse Effect” or any similar

limitation contained herein) at and as of the Closing as though made on and as of the Closing (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 so true and correct as of

such earlier date), except in the case of this clause (ii), where any failure of such representations and warranties to be so true

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

(b) Each

of PubCo and Merger Sub shall have performed or complied with all agreements, obligations and covenants required by this Agreement to

be performed or complied with by it on or prior to the Closing Date, in each case in all material respects.

the date of this Agreement, there shall not have occurred any PubCo Material Adverse Effect.

(d) PubCo

shall have delivered to the Company a certificate, signed by an authorized representative of PubCo and Merger Sub and dated as of the

Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c).

(e) PubCo

shall have caused all issued and outstanding PubCo Preferred Stock to be converted, redeemed, exchanged, cancelled or retired such that,

as of the Effective Time, there is no PubCo Preferred Stock issued or outstanding.

(f) PubCo

shall have PubCo Cash equal to, or greater than, $3,800,002.59.

(g) PubCo

shall have delivered to the Company the closing deliverables set forth in Section 2.4(a).

8.3. Additional Conditions

to the Obligations of PubCo and Merger Sub. The obligations of PubCo and Merger

Sub to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of

each of the following conditions, any of which may be waived, in writing, exclusively by PubCo:

(a) (i)

The Fundamental Representations of Parent and the Company Parties shall be true and correct in all material respects (without giving effect

to any limitation as to “materiality,” “Company Material Adverse Effect” or any similar limitation contained therein)

at and as of the Closing as though made at and as of the Closing (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 so true and correct as of such earlier date) and

(ii) all other representations and warranties of Parent and the Company Parties set forth in Article IV hereof shall be true

and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”

or any similar limitation contained herein) at and as of the Closing as though made at and as of the Closing (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 so

true and correct as of such earlier date), except, in the case of this clause (ii), where any failure of such representations and

warranties of Parent and the Company Parties to be so true and correct has not had and would not reasonably be expected to have, individually

and in the aggregate, a Company Material Adverse Effect.

(b) Each

of Parent and the Company Parties shall have performed or complied with all agreements, obligations, and covenants required by this Agreement

to be performed or complied with by it at or prior to the Closing Date, in each case in all material respects.

the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

(d) Each

of Parent and the Company Parties shall have delivered to PubCo a certificate, signed by an authorized representative of each of Parent

and the Company Parties’ and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a),

Section 8.3(b) and Section 8.3(c).

(e) Parent

shall have delivered to the PubCo the closing deliverables set forth in Section 2.4(b).

(f) Parent

shall have effected the Contribution.

Article IX

TERMINATION

9.1. Termination.

This Agreement may be terminated at any time prior to the Closing:

(a) by

mutual written agreement of PubCo and the Company;

(b) by either PubCo or the

Company if the Closing shall not have occurred by December 31,

2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this

Section 9.1(b) shall not be available to (i) PubCo where any member of the PubCo Group’s action or failure to act has

been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act

constitutes a breach of this Agreement or (ii) the Company, where any member of the Company Group’s action or failure to act has

been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act

constitutes a breach of this Agreement;

either PubCo or the Company if a Governmental Entity shall have issued any final non-appealable Order, or any applicable Legal Requirement

shall be in effect, making the Transaction illegal or permanently prohibiting the Transactions, including the Merger;

(d) by

the Company, if any representation or warranty of PubCo or Merger Sub set forth in this Agreement was inaccurate as of the date of this

Agreement or becomes inaccurate or if PubCo or Merger Sub breaches any covenant or agreement set forth in this Agreement, in each case,

such that the conditions set forth in Section 8.2(a) or Section 8.2(b) would not be satisfied as of the time of

such inaccuracy or breach; provided that if such inaccuracy or breach by PubCo or Merger Sub is curable by PubCo or Merger Sub

prior to the Outside Date, then the Company must first provide written notice of such inaccuracy or breach and may not terminate this

Agreement under this Section 9.1(d) until the earlier of: (i) 30 days after delivery of written notice from the Company to

PubCo of such inaccuracy or breach; and (ii) the Outside Date; provided, further, that PubCo continues to exercise commercially

reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to

this Section 9.1(d) if: (A) any member of the Company Group shall have materially breached this Agreement such that the conditions

set forth in Article VIII would not be satisfied as of the time of such breach and such breach has not been cured; or (B)

if such breach by PubCo is cured during such 30 day period);

(e) by

PubCo, if any representation or warranty of Parent, the Company, or OpCo set forth in this Agreement was inaccurate as of the date of

this Agreement or becomes inaccurate or if Parent, the Company, or OpCo breaches any covenant or agreement set forth in this Agreement,

in each case, such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied as

of the time of such inaccuracy or breach; provided that if such inaccuracy or breach is curable by Parent, the Company, or OpCo,

as applicable, prior to the Outside Date, then PubCo must first provide written notice of such inaccuracy or breach and may not terminate

this Agreement under this Section 9.1(e) until the earlier of: (i) 30 days after delivery of written notice from PubCo to

the Company of such inaccuracy or breach; and (ii) the Outside Date; provided, further, that Parent, the Company, or OpCo,

as applicable, continues to exercise commercially reasonable efforts to cure such breach (it being understood that PubCo may not terminate

this Agreement pursuant to this Section 9.1(e) if: (A) any member of the PubCo Group shall have materially breached this Agreement

such that the conditions set forth in Article VIII would not be satisfied as of the time of such breach and such breach has

not been cured; or (B) if such breach by Parent, the Company, or OpCo, as applicable, is cured during such 30 day period);

(f) by

either PubCo or the Company, if at the PubCo Special Meeting (after taking into account any adjournments or postponements thereof), the

PubCo Stockholder Approval of the PubCo Stockholder Matters is not obtained; and

(g) by

the Company, if the PubCo Board or any committee or subcommittee thereof makes a PubCo Change in Recommendation.

9.2. Notice of Termination;

Effect of Termination.

(a) Any

termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating

Party to the other Parties.

(b) In

the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or

effect and the Transactions shall be abandoned, except that: (i) Section 7.5(a), this Section 9.2, Article XI

(General Provisions), and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall

relieve any Party from liability for any Willful Breach of any covenants or agreements set forth in this Agreement.

Article X

NO SURVIVAL

10.1. No Survival.

None of the representations, warranties, covenants, or agreements in this Agreement or in any instrument delivered pursuant to this Agreement

shall survive the Effective Time and all rights, claims, and causes of action (whether in contract or in tort or otherwise, or whether

at law or in equity) with respect thereto shall terminate at the Effective Time. Notwithstanding the foregoing, neither this Section 10.1

nor anything else in this Agreement to the contrary (including Section 11.14) shall limit: (a) the survival of any covenant

or agreement of the Parties which by its terms is required to be performed or complied with in whole or in part after the Closing, which

covenants and agreements shall survive the Closing in accordance with their respective terms; or (b) the liability of any Party with

respect to Intentional Fraud.

Article XI

GENERAL PROVISIONS

11.1. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date of delivery if delivered

personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c)

when sent, if delivered by email (provided that no “error message” or other notification of non-delivery is generated);

or (d) on the fifth (5th) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications, to be valid, must be addressed as follows:

if to Parent, the Company or OpCo, to:

Noble Africa LLC

2200 Ross Avenue

Suite 4575E

Dallas, Texas Attention: Donald G. Ainscow

Email: dainscow@aspisotopes.com

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

Haynes and Boone, LLP

2801 N Harwood St Suite 2300

Dallas, Texas 75201

Attention: Matthew L. Fry; Rachel O’Donnell; Simin

Sun

Email: matt.fry@haynesboone.com; rachel.odonnell@haynesboone.com;

simin.sun@haynesboone.com

if to PubCo or Merger Sub, to:

ENDRA Life Sciences Inc.

3600 Green Court, Suite 350

Ann Arbor, MI 48105

Attention:

Alexander Tokman

Email:

ATokman@endrainc.com

with a copy to (which shall not constitute

notice):

K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, NC 28202

Attention:

Coleman Wombwell; Patrick Rogers

Email:

Coleman.Wombwell@klgates.com;

Patrick.Rogers@klgates.com

or to such other address or to the attention of

such Person or Persons as the recipient Party has specified by prior written notice to the sending Party (or in the case of counsel, to

such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice

as set forth above is used, the earliest notice date established as set forth above shall control.

11.2. Interpretation.

The words “hereof,” “herein,” “hereinafter,” “hereunder,” and “hereto” and

words of similar import refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference

to a particular section of this Agreement will include all subsections thereof, unless, in each case, the context otherwise requires.

The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall

require, any pronoun shall include all genders. When a reference is made in this Agreement to an Exhibit, such reference shall be to

an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such

reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated, the words “include,” “includes”

and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning

or interpretation of this Agreement. The word “or” shall be disjunctive but not exclusive. When calculating the period of

time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the

reference date in calculating such period shall be excluded and if the last day of such period is a non-Business Day, the period in question

shall end on the next succeeding Business Day. References to a particular statute or regulation including all rules and regulations promulgated

thereunder and any amendment or successor to such statute or regulation. References to a Contracts shall include any amendments thereto.

All references to currency amounts in this Agreement means United States dollars.

11.3. Counterparts; Electronic

Delivery. This Agreement, the Transaction Agreements, and each other document executed

in connection with the Transactions, and the consummation thereof, may be executed in multiple counterparts, all of which shall be considered

one and the same document and shall 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. Delivery by electronic transmission to

counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

11.4. Entire Agreement;

Third Party Beneficiaries. This Agreement, the Company Disclosure Letter, PubCo Disclosure

Letter, the other Transaction Agreements, and any other documents and instruments and agreements among the Parties as contemplated by

or referred to herein, including the Exhibits and Schedules hereto: (a) 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 with respect

to the subject matter hereof; and (b) other than the rights, at and after the Effective Time, of Persons pursuant to the provisions of

Section 7.9, Section 11.14 and this Section 11.4

(which are expressly intended to be and will be for the benefit of the Persons set forth therein and herein), are not intended to confer

upon any other Person other than the Parties any rights or remedies. Notwithstanding anything to the contrary contained herein, the past,

present and future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors

and Representatives of the Parties, and any Affiliate of any of the foregoing (and their successors, heirs, and Representatives), are

intended third-party beneficiaries of, and may enforce this Section 11.4.

11.5. Severability.

In the event that any term, provision, covenant, or restriction of this Agreement, or the application thereof, is held to be illegal,

invalid or unenforceable under any present or future Legal Requirement: (a) such provision will be fully severable; (b) this Agreement

will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining

provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable

provision or by its severance herefrom; and (d) in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically

as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision

as may be possible.

11.6. Other Remedies;

Specific Performance. Except as otherwise expressly provided herein, prior to the Closing,

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. The Parties agree that (a) irreparable damage would occur in the event that any of the provisions of this Agreement were not

performed in accordance with their specific terms or were otherwise breached and (b) monetary damages would be both incalculable and

an insufficient remedy for such failure or breach. The Parties agree that each Party shall be entitled to specific performance of the

provisions of this Agreement and immediate injunctive relief and other equitable relief to prevent breaches, or threatened breaches,

of the provisions of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or

other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the

Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult

to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to

the Parties. Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does

not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party hereby

further agrees that in the event of any action by any other Party for specific performance or injunctive relief, it will not assert that

a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation

should not be available on the grounds that money damages are adequate or any other grounds.

11.7. Governing Law.

This Agreement and the consummation the Transactions, and any action, suit, dispute, controversy, or claim based upon or arising out

of this Agreement, the other Transaction Agreements, and the consummation of the Transactions, or the validity, interpretation, breach,

or termination of this Agreement or the other Transaction Agreements, and the consummation of the Transactions, shall be governed by

and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable

principles of conflicts of law thereof.

11.8. Consent to Jurisdiction;

Waiver of Jury Trial.

(a) Except

as otherwise expressly provided in Section 3.7, each of the Parties (i) irrevocably consents to the exclusive jurisdiction and

venue of the Court of Chancery in the State of Delaware (or, to the extent that the such court does not have subject matter jurisdiction,

the Superior Court of the State of Delaware or, to the extent that such court does not have subject matter jurisdiction, the United States

District Court for the District of Delaware), in each case in connection with any action, suit, dispute, controversy, or claim based upon

or arising out of this Agreement, the other Transaction Agreements, and the consummation of the Transactions, or the validity, interpretation,

breach, or termination of this Agreement or the other Transaction Agreements, and the consummation of the Transactions, (ii) agrees that

process may be served upon them in the manner provided for the giving of notice under Section 11.1 or in any manner authorized

by the laws of the State of Delaware for such Person, and (iii) waives and covenants not to assert or plead any objection which they might

otherwise have to such manner of service of process. Each Party waives, and shall not assert as a defense in any legal dispute, that:

(i) such Party is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such action, suit, dispute,

controversy, or claim may not be brought or is not maintainable in such court; (iii) such Party’s property is exempt or immune from

execution; (iv) such action, suit, dispute, controversy, or claim is brought in an inconvenient forum; or (v) the venue of such action,

suit, dispute, controversy, or claim is improper. Each Party hereby agrees not to commence or prosecute any such action, suit, dispute,

controversy, or claim other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending

to cause the transfer or removal of any such action, suit, dispute, controversy, or claim to any court other than one of the above-named

courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such proceeding

in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service

guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1.

Notwithstanding the foregoing in this Section 11.8, any Party may commence any action, suit, dispute, controversy, or claim

in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named

courts.

(b) TO

THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS

A THIRD-PARTY BENEFICIARY UNDER THIS AGREEMENT MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL

BY JURY ON ANY ACTION, SUIT, DISPUTE, CONTROVERSY, OR CLAIM BASED ON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS,

AND THE CONSUMMATION OF THE TRANSACTIONS, OR THE VALIDITY, INTERPRETATION, BREACH OR TERMINATION OF THIS AGREEMENT OR THE OTHER TRANSACTION

AGREEMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR

HEREAFTER ARISING.

11.9. Rules of Construction.

Each of the Parties agrees that it has been represented by independent counsel of its choice during the negotiation and execution of

this Agreement and each Party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred

to herein and, therefore, waive the application of any law, regulation, 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.

11.10. Expenses.

Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each Party will pay its own

costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and

the other Transaction Agreements and the consummation of the Transactions.

11.11. Assignment.

No Party may assign, directly or indirectly, including by operation of law, either this Agreement or the other Transaction Agreements

or any of its rights, interests, or obligations hereunder or thereunder without the prior written approval of the other Parties. Subject

to the first sentence of this Section 11.11, this Agreement

shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Any purported

assignment or delegation made in violation of this provision shall be void and of no force or effect.

11.12. Amendment.

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.

No modification, termination, rescission, discharge, or cancellation of this Agreement shall be effective unless in writing signed by

the Party against whom it is sought to be enforced, or shall affect the right of any Party to enforce any claim or right hereunder, whether

or not liquidated, where circumstances giving rise to such claim or right occurred prior to the date of such modification, termination,

rescission, discharge, or cancellation.

11.13. Waiver.

Except as otherwise expressly provided herein, no delay, failure or waiver by any Party to exercise any right or remedy under this Agreement

and no partial or single exercise of any such right or remedy, will operate to limit, preclude, cancel, waive or otherwise affect such

right or remedy, nor will any single or partial exercise of such right or remedy limit, preclude, impair or waive any further exercise

of such right or remedy or the exercise of any other right or remedy. For purposes of this Agreement, no course of dealing among any

or all of the Parties shall operate as a waiver of the rights or remedies hereof. The rights and remedies herein provided are exclusive,

and not cumulative, of any rights or remedies provided by applicable Legal Requirement. No provision hereof may be waived otherwise than

by a written instrument signed by the Party or Parties so waiving such provision as contemplated herein.

11.14. Non-Recourse.

(a) This

Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the

Transactions may only be brought against, Parent, the Company, PubCo, and Merger Sub as named Parties. Except to the extent a Party (and

then only to the extent of the specific obligations undertaken by such Party), no past, present, or future director, officer, employee,

incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, or representative of Parent, the Company, PubCo, or Merger

Sub shall have any liability (whether in Contract, tort, equity, or otherwise) for any one or more of the representations, warranties,

covenants, agreements, or other obligations or liabilities of any one or more of Parent, the Company, PubCo, or Merger Sub under this

Agreement for any claim based on, arising out of, or related to this Agreement or the Transactions.

(b) Notwithstanding

the foregoing, a Related Party may have (and this Section 11.14 shall no way amend, alter, limit, or otherwise effect) obligations

under any documents, agreements, or instruments delivered contemporaneously herewith if such Related Party is party to such document,

agreement, or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms and conditions of and

limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out

of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities

that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party.

11.15. Company and PubCo

Disclosure Letters. The Company Disclosure Letter and the PubCo Disclosure Letter (including,

in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. Any disclosure made by

a party in the Company Disclosure Letter, or PubCo Disclosure Letter, as applicable, or any section thereof, with reference to any section

of this Agreement or section of the Company Disclosure Letter, or PubCo Disclosure Letter, as applicable, shall be deemed to be a disclosure

with respect to such other applicable sections of this Agreement or sections of Company Disclosure Letter, or PubCo Disclosure Letter,

as applicable, if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of

this Agreement or section of the Company Disclosure Letter, or PubCo Disclosure Letter, as applicable. Certain information set forth

in the Company Disclosure Letter, or PubCo Disclosure Letter is included solely for informational purposes and may not be required to

be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such

information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such

information be deemed to establish a standard of materiality.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be executed as of the date first written above.

ASP ISOTOPES INC.

By:

/s/ Paul E. Mann

Name:

Paul E. Mann

Title:

Chief Executive Officer

NOBLE AFRICA LLC

By:

/s/ Paul E. Mann

Name:

Paul E. Mann

Title:

Manager

RENERGEN LIMITED

By:

/s/ Paul E. Mann

Name:

Paul E. Mann

Title:

Director

Signature Page to Agreement and Plan of Merger

ENDRA LIFE SCIENCES INC.

By:

/s/ Alexander Tokman

Name:

Alexander Tokman

Title:

Chief Executive Officer

KRUGER MERGER SUB LLC

By:

ENDRA Life Sciences Inc., its Member

By:

/s/ Alexander Tokman

Name:

Alexander Tokman

Title:

Chief Executive Officer

Signature Page to Agreement and Plan of Merger

EXHIBIT A-1

FORM OF SUBSCRIPTION AGREEMENT

[Attached]

Noble

Africa LLC

SUBSCRIPTION

DOCUMENTS BOOKLET

FOR

CLASS [A/B] UNITS

INSTRUCTIONS

AND

SUBSCRIPTION

DOCUMENTS

INSTRUCTIONS

TO SUBSCRIBERS

Persons

and entities wishing to subscribe for Class [A/B] Units (“Units”) of Noble Africa LLC, a Delaware limited liability company

(the “Company”), should complete and sign the Subscription Agreement and supplemental documents contained herein.

You may subscribe by completing the following steps set forth below. YOU MUST CAREFULLY READ (1) THIS SUBSCRIPTION BOOKLET IN ITS

ENTIRETY AND (2) THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY PRIOR TO SUBSCRIBING FOR UNITS.

DOCUMENT

NUMBER

1. Subscription

Agreement (Subscription Document #1). Review, then sign and complete page 9.

2. Subscriber

Questionnaire for Individual (Subscription Document #2). Complete all sections,

initial where required and sign on page 3 after completing all questions.

3. Subscriber

Questionnaire for Partnership, LLC, Corporation or Trust (Subscription Document #3).

Complete all sections, mark the document accordingly, sign on page 3 and complete

the certifications in the form of Exhibit A, B or C, as applicable.

4. Certification

of Non-Foreign Status and IRS Form W-9 (Subscription Document #4). Subscription Document

#4 is only required for United States persons (as defined below) and only to the extent you

have not previously provided one to the Company. United States persons should complete

all blanks on the appropriate Certification (corporate or individual) and IRS Form W-9 and

sign and date the Certification and IRS Form W-9. For this purpose, a “United States

person” means (i) a United States citizen or resident, (ii) a partnership, corporation

or limited liability company organized under United States law, (iii) a United States estate

(or any other estate whose income from sources outside of the United States is subject to

United States federal income tax regardless of the source) or (iv) a trust (A) if a court

within the United States is able to exercise primary supervision over the trust’s administration

and one or more United States persons have the authority to control all of its substantial

decisions or (B) if a valid election to be treated as a United States person is in effect

with respect to such trust.

Completed

documents should be returned to Lucid Capital Markets LLC; email: GS@lucidcm.com.

Wiring

instructions are as follows:

Bank:

Address:

Name of Account:

Noble Africa LLC

Account Number:

ABA Number:

NOBLE

AFRICA LLC

SUBSCRIPTION

DOCUMENT #1

SUBSCRIPTION

AGREEMENT

Noble

Africa LLC

SUBSCRIPTION

AGREEMENT

This

Subscription Agreement (this “Subscription Agreement”) is dated as of June __, 2026, between Noble Africa LLC, a Delaware

limited liability company (the “Company”), and the undersigned subscriber the (“Subscriber” or “you”).

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as

defined below).

WHEREAS, ASP

Isotopes Inc., a Delaware corporation (“Parent”), the Company, Renergen Limited, a company incorporated under the laws

of the Republic of South Africa and a direct, wholly owned subsidiary of Parent (“OpCo”), ENDRA Life Sciences

Inc., a Delaware corporation (“PubCo”), and Kruger Merger Sub, LLC, a Delaware limited liability company and a

direct, wholly owned subsidiary of PubCo (“Merger Sub”), will concurrently with the execution of this

Subscription Agreement, enter into that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise

modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which (i) Parent will contribute its equity interest in OpCo for an aggregate of 55,500,000 Class B Units of the Company, (ii)

PubCo will effect a reverse stock split with split ratios that are approved by the board of directors of PubCo, (iii) Merger Sub will merge with and into the Company (the “Merger”), with

the Company surviving the Merger as a direct wholly owned subsidiary of PubCo, (iv) all of the Company Units issued and outstanding

immediately prior to the Effective Time other than Excluded Company Units, by virtue of the Merger and upon the terms and subject to

the conditions set forth in the Merger Agreement, shall be converted into and shall for all purposes represent only the right to

receive the Merger Consideration and (v) all of the Pre-Funded Warrants (as defined below) of the Company issued and outstanding

immediately prior to the Effective Time, by virtue of the Merger and upon the terms and subject to the conditions set forth in the

Merger Agreement, shall be assumed by PubCo at the Effective Time (the Merger, together with the other transactions contemplated by

the Merger Agreement, the “Transactions”);

WHEREAS,

for U.S. federal income Tax purposes, the parties intend that the Transactions qualify as a tax-deferred contribution of the Company

to PubCo by Parent pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated

thereunder;

WHEREAS,

in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Company that number of (i) Class [A/B]

Units of the Company (the “Units”), set forth on Subscriber’s signature page hereto for a purchase price of

$6.57 per Unit (the “Purchase Price”) and/or (ii) at the Subscriber’s election, upon written notice to

the Company within ten (10) days following the date hereof, Pre-Funded Warrants (the “Pre-Funded Warrants”) to purchase

one Unit at a per Unit exercise price equal to $0.0001 (the “Exercise Price”) at a purchase price per Pre-Funded Warrant

equal to the Purchase Price less the Exercise Price, and with an aggregate purchase price set forth on Subscriber’s signature page

hereto (the “Aggregate Purchase Price”); and

[WHEREAS,

concurrently with the execution of this Subscription Agreement, Company and Parent are entering into a subscription agreement (the

“Parent Subscription Agreement”) substantially similar to this Subscription Agreement, pursuant to which the

Parent agreed to purchase Class B Units, which such Class B Units shall automatically convert into shares of PubCo Class B Common

Stock (as defined below) in connection with the Merger and will entitle Parent to ten (10) votes per share on all matters submitted

to a vote of the stockholders of PubCo with an aggregate subscription price of approximately $20 million, at the same Purchase Price

as the other Subscribers.]

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Subscription Agreement, and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the Company and each Subscriber agree as follows:

ARTICLE

SUBSCRIPTION

FOR UNITS

1.01 Subscription.

Subject to the terms and conditions hereof, the undersigned Subscriber hereby irrevocably subscribes for and agrees to purchase from

the Company, and the Company hereby agrees to issue and sell to Subscriber, (i) such number of Units as set forth on the signature

page hereto and/or (ii) at the Subscriber’s election, upon written notice to the Company within ten (10) days following the

date hereof, Pre-Funded Warrants representing the number of Units set forth on the signature page hereto (collectively, the

“Subscribed Securities,” and such subscription, the “Subscription”). The Subscription shall become

effective when this Subscription Agreement has been duly executed by the Subscriber and has been accepted and agreed to by the

Company.

1.02

Review of Subscription Agreement and Company Agreement Acknowledged. The Subscriber acknowledges that the Subscriber has (i) received

a complete copy of this Subscription Agreement, including, a copy of the form of the Company’s Limited Liability Company Agreement

(the “Company Agreement”), and the Merger Agreement, and has (ii) reviewed in their entirety and understands each

of the terms and provisions of the Subscription Agreement, the Company Agreement and the Merger Agreement.

THE

SUBSCRIBER ACKNOWLEDGES THAT THE SUBSCRIBER IS ACQUIRING UNITS AFTER INVESTIGATION OF THE COMPANY AND ITS PROPOSED BUSINESS AND PROSPECTS,

AND THAT NO OFFER OR SOLICITATION HAS BEEN MADE TO THE SUBSCRIBER EXCEPT THROUGH THIS SUBSCRIPTION AGREEMENT. THE SUBSCRIBER FURTHER

ACKNOWLEDGES THAT THE SUBSCRIBER IS NOT RELYING UPON ANY REPRESENTATION MADE BY ANY PERSON IN MAKING AN ACQUISITION OF UNITS.

1.03 Closing.

The closing of the sale of Subscribed Securities contemplated hereby (the “Closing”, and the date on which the

Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the

closing of the Transactions (the “Transaction Closing”). The Closing shall occur on the date of, and immediately

prior to, the Transaction Closing.

1.04 Payment

for Subscription. The Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”)

that the Company reasonably expects the Transaction Closing to occur on a date that is not less than three (3) business days after the

date of the Closing Notice (the “Scheduled Closing Date”), which Closing Notice shall contain wire instructions for

an escrow account (the “Escrow Account”) established by the Company with an escrow agent (the “Escrow Agent”).

At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the Escrow Account the Aggregate Purchase

Price by wire transfer of U.S. dollars in immediately available funds. Upon the Closing, the Company shall instruct the Escrow Agent

to release the funds to the Company against delivery to Subscriber of the Subscribed Securities, free and clear of any liens or other restrictions

(other than those arising under state or federal securities laws), in book-entry form as set forth in Section 1.05 below. If this

Subscription Agreement is terminated prior to the Closing and any funds have already been sent by Subscriber to the Escrow Account, or

the Closing Date does not occur within three (3) business days after the Scheduled Closing Date, the Company shall cause the Escrow Agent

to promptly (but not later than five (5) business days after the Scheduled Closing Date specified in the Closing Notice), return the

funds delivered by Subscriber for payment of the Subscribed Securities by wire transfer in immediately available funds to the account specified

in writing by Subscriber (provided, that the failure of the Closing Date to occur within such three (3) business day period and the return

of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled

Closing Date determined by the Company in good faith).

1.05

Delivery of Subscribed Securities. Promptly after the Closing, the Company shall deliver (or cause the delivery of) the Units and/or Pre-Funded Warrants in book-entry form with restrictive legends for the number of Units as set forth on the signature page

hereto or Pre-Funded Warrants representing the number of Units as set forth on the signature page hereto to Subscriber (or its permitted

assignee) or to a custodian designated by Subscriber, as applicable, as indicated below; provided, that, at the Transaction Closing,

as contemplated by and in accordance with the terms set forth in the Merger Agreement, each Unit and/or Pre-Funded Warrant

issued and outstanding immediately prior to the Effective Time owned by Subscriber as of the Transaction Closing and any reference in

this Subscription Agreement to the Subscribed Securities from and after the Transaction Closing shall include the shares of PubCo Class

A common stock, par value $0.0001 per share (the “PubCo Class A Common Stock”), PubCo Class A Common Stock issuable

upon exercise of the Pre-Funded Warrants of PubCo, or PubCo Class B common stock, par value $0.0001 per share (the “PubCo Class

B Common Stock”), issued in exchange therefor in the Transaction Closing.

1.06 Terms

and Conditions. The Company shall have the right to accept or reject the Subscription, in whole or in part, for any reason whatsoever,

including, but not limited to, the belief of the Company that the Subscriber cannot bear the economic risk of an investment in the Company

or upon belief that the Subscriber is not capable of evaluating the merits and risks of an investment in the Company or that the Subscriber

(if Subscriber is a U.S. person) is not a “qualified institutional buyer” or an “accredited investor” (“Accredited

Investor”), as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”), or

for no reason at all.

1.07 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the representations and warranties of the Subscriber contained herein shall be true and correct in all material respects when made

(other than representations and warranties that are qualified as to materiality or material adverse effect, which representations

and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the

Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material

respects as of such date) (other than representations and warranties that are qualified as to materiality or material adverse

effect, which representations and warranties shall be true and correct in all respects);

(ii) all

obligations, covenants and agreements of the Subscriber required to be performed at or prior to the Closing Date shall have been performed

or complied with in all material respects;

(iii) the

closing of the Transactions shall occur promptly after the Closing;

(iv) no

judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court

or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted

by any governmental authority, enjoining or preventing the closing of the Subscription;

(v) all

material conditions precedent to the Transaction Closing set forth in the Merger Agreement shall have been satisfied (as determined in

good faith by the parties to the Merger Agreement) or waived by the parties thereto in accordance with the requirements of the Merger

Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing); and

(vi) the

aggregate Subscription Amount for all the Subscribed Securities shall have been delivered to the Escrow Agent pursuant to Section 1.04.

(b) The

respective obligations of each Subscriber hereunder in connection with the Closing are subject to the following conditions being met:

(i) the representations and warranties of the Company contained herein shall be true and correct in all material respects when made (other

than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties

shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless

they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other

than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties

shall be true and correct in all respects), but, in each case (x) without giving effect to consummation of the Transactions and (y) other

than failures to be true and correct that would not result, individually or in the aggregate, in a Material Adverse Effect;

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed

or complied with in all material respects, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay,

or materially impair the ability of the Company to consummate the Closing;

(iii) the

closing of the Transactions shall occur promptly after the Closing;

(iv) no

judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court

or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted

by any governmental authority, enjoining or preventing the closing of the Subscription;

(v) all

material conditions precedent to the Transaction Closing set forth in the Merger Agreement shall have been satisfied (as determined in

good faith by the parties to the Merger Agreement) or waived by the parties thereto in accordance with the requirements of the Merger

Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing);

(vi) the

shares of PubCo Class A Common Stock issuable to the Subscriber in connection with the Merger shall be registered on Form S-4 at the

Transaction Closing; and

(vii) the

shares of PubCo Class A Common Stock issuable in connection with the Transactions shall have been approved for listing on the Nasdaq

Stock Market LLC (“Nasdaq”)

(or, at the election of PubCo, the New York Stock Exchange (“NYSE”)), subject to

official notice of issuance.

ARTICLE

REPRESENTATIONS

AND WARRANTIES

2.01 Representations

and Warranties of the Company. The Company represents and warrants to the Subscriber that:

(a) The

Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware

and has the power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter

into, deliver and perform its obligations under this Subscription Agreement.

(b)

The Units have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with

the terms of this Subscription Agreement, the Units will be duly and validly issued to the Subscriber. When issued and delivered to

Subscriber against fully payment therefor in accordance with the terms of this Subscription Agreement, the Pre-Funded Warrants will

be duly and validly issued to the Subscriber, and the Pre-Funded Warrants will be valid and binding obligations of the Company,

enforceable in accordance with their terms. The Subscriber will acquire the Subscriber’s Units free and clear of any liens,

charges or encumbrances, except for restrictions on transfer provided for in this Subscription Agreement, in the Company Agreement,

or under the Securities Act or other applicable securities laws.

Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance

with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered

at law or equity.

(d) Assuming

the accuracy of the Subscriber’s representations and warranties in Section 2.02, the execution, delivery and performance

of this Subscription Agreement, including the issuance and sale of the Subscribed Securities, in compliance herewith will be done in accordance

with the rules of Nasdaq (or, at the election of PubCo, NYSE), and the consummation of the Transactions will not conflict with or result

in (i) a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition

of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage,

deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company is a party or by which the Company

is bound or to which any of the property or assets of the Company is subject, which would have a material adverse effect on the business,

properties, financial condition or results of operations of the Company (a “Material Adverse Effect”) or materially

affect the validity of the Subscribed Securities or the legal authority or ability of the Company to perform in all material respects its

obligations under the terms of this Subscription Agreement; (ii) any violation of the provisions of the organizational documents of the

Company; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body,

domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect or materially

affect the validity of the Subscribed Securities or the legal authority or ability of the Company to perform in all material respects its

obligations under the terms of this Subscription Agreement.

(e) Assuming

the accuracy of the representations and warranties of the Subscriber in Section 2.02, the Company is not required to obtain any

consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,

state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance of the Subscribed

Securities pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities

laws, (iii) the filings required in accordance with the terms of this Subscription Agreement, (iv) those required by the Nasdaq (or,

at the election of PubCo, NYSE), and (v) those filings as to which the failure to obtain would not be reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.

(f) The

Company is not, and immediately after receipt of payment for the Subscribed Securities, will not be, an “investment company” within

the meaning of the Investment Company Act of 1940, as amended.

(g) Assuming

the accuracy of Subscriber’s representations and warranties in Section 2.02, in connection with the offer, sale and delivery

of the Subscribed Securities in the manner contemplated by this Subscription Agreement, it is not necessary to register Subscribed Securities

under the Securities Act. The Subscribed Securities (i) were not offered to Subscriber by any form of general solicitation or general advertising

and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act

or any state securities laws.

(h) Except

for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect, there is no (i) suit, action,

proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing

against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against

the Company.

(i)

Other than arrangements entered into with Lucid Capital Markets, LLC and Ocean Wall Ltd. in connection with the Transactions, the Company has not entered into any agreement or arrangement

entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any

other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which Subscriber

could become liable.

2.02 Representations

and Warranties by the Subscriber. The Subscriber represents, warrants, agrees and covenants with and to the Company and the Company

that:

(a) Subscriber

is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the

applicable additional matters under clause (i) or (ii) below:

(i)

If Subscriber is a U.S. investor, Subscriber is either a “qualified institutional buyer” (within the meaning of Rule 144A

under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities

Act), is acquiring the Subscribed Securities only for its own account, as principal, for investment purposes only and not for the account

of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution

thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Securities.

The Subscriber acknowledges and understands that the Company will rely on the information provided by the Subscriber in this Subscription

Agreement and in the Subscriber Questionnaire that accompanies this Subscription Agreement for purposes of complying with federal and

applicable state securities laws.

(ii)

If Subscriber is a non-U.S. investor, Subscriber understands that the sale of the Subscribed Securities is made pursuant to and in reliance

upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined

in Regulation S), it is acquiring the Subscribed Securities in an offshore transaction in reliance on Regulation S, and it has received all

the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Securities hereunder outside of the

United States. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby

other than representations contained in this Subscription Agreement. Subscriber understands and agrees that Subscribed Securities sold pursuant

to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b)

The Subscriber has been furnished, has carefully read, and has relied solely (except for information

obtained pursuant to paragraph (c) below), on the information contained in this Subscription Agreement and the Company Agreement and

the Subscriber has not received any other offering literature or prospectus relating to the offering of the Subscribed Securities (the “Offering”)

and no representations or warranties have been made to the Subscriber or the Company, other than the representations, if any, which are

specifically set forth in this Subscription Agreement and the Company Agreement.

acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision

with respect to the Subscribed Securities, including with respect to the Company, the Transaction, PubCo, OpCo and Parent. The Subscriber

has had an unrestricted opportunity to: (i) obtain additional information concerning the Offering, the Subscribed Securities, the Company,

PubCo, OpCo, Parent and any other matters relating directly or indirectly to the Subscriber’s purchase of the Subscribed Securities;

and (ii) ask questions of, and receive answers from the Company, PubCo, OpCo and Parent concerning the terms and conditions of the Offering

and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in this Subscription

Agreement, the Company Agreement or otherwise provided. Without limiting the generality of the foregoing, Subscriber acknowledges that

it has received and carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the Merger

Agreement, (ii) the investor presentation by the Company and OpCo (the “Investor Presentation”), (iii) PubCo’s

filings with the Securities and Exchange Commission (“SEC”), (iv) Parent’s filings with the SEC, including,

without limitation, Parent’s Annual Report on Form 10-K filed with the SEC on April 10, 2026 (including the risk factors set forth

under the headings “Risks Related to Renergen’s Business” beginning on page 68 and “Risks Related to Renergen’s

Indebtedness and Liquidity” beginning on page 77), as amended, and Parent’s subsequent Quarterly Reports on Form 10-Q filed

by Parent with the SEC and (v) Parent’s Current Report on Form 8-K filed on January 7, 2026, as amended on March 24, 2026. The

undersigned understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply

following the Transaction Closing. Subscriber has conducted its own investigation of the Company, PubCo, OpCo, Parent and the Subscribed

Securities and Subscriber has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations

relevant to its investment in the Subscribed Subunits. Subscriber further acknowledges that the information contained in the Disclosure

Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes

based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase

the Subscribed Securities hereunder, except as otherwise provided herein, and that, in purchasing the Subscribed Securities, Subscriber is not

relying upon any projections contained in the Investor Presentation. Subscriber acknowledges that neither the Company, PubCo, OpCo Parent,

any of their respective officers or directors, nor any other individual or entity has made any representations, warranties, guarantees

or other promises or agreements by their provision of any such additional information.

(d)

Subscriber understands that the Subscribed Securities are being offered in a transaction not involving any public offering within the

meaning of the Securities Act and that the Subscribed Securities delivered at the Closing will not have been registered under the Securities

Act. Subscriber understands that the Subscribed Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber

absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S.

persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S, or (iii) pursuant to another

applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with

any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry securities

representing the Subscribed Securities shall contain a restrictive legend to such effect. Subscriber acknowledges that the Subscribed

Securities will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands

and agrees that the Subscribed Securities will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber

may not be able to readily resell the Subscribed Securities and may be required to bear the financial risk of an investment in the Subscribed

Securities for an indefinite period of time.

(e) Subscriber

understands and agrees that Subscriber is purchasing Subscribed Securities directly from the Company. Subscriber further acknowledges that

there have been no representations, warranties, covenants or agreements made to Subscriber by the Company or any of its officers or directors,

expressly (other than those representations, warranties, covenants and agreements included in this Subscription Agreement) or by implication.

Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription Agreement, Subscriber

is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems

appropriate) with respect to the Transaction, the Subscribed Securities and the business, condition (financial and otherwise), management,

operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters.

(f)

Except as otherwise disclosed in writing by the Subscriber, the Subscriber has not dealt with a broker

in connection with the purchase of the Units and agrees to indemnify and hold the Company harmless from any claims

for brokerage or fees in connection with the transactions contemplated

herein.

(g) The

Subscriber is not relying on the Company, or any references contained in this Subscription Agreement with respect to any legal, investment

or tax considerations involved in the purchase, ownership and disposition of the Subscribed Securities. The Subscriber has relied solely on

the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and

disposition of the Subscribed Securities, the Subscriber’s own legal counsel, business and/or investment adviser, accountant and tax

adviser.

(h) If

the Subscriber is a corporation, partnership, trust or other entity: (i) Subscriber is authorized and qualified to become a member of,

and authorized to make its Subscription to the Company; (ii) the person signing this Subscription Agreement on behalf of Subscriber has

been duly authorized by such entity to do so; (iii) the execution, delivery and performance by Subscriber of this Subscription Agreement

will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal

or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber

is bound and will not violate any provisions of Subscriber’s organizational documents; (iv) this Subscription Agreement constitutes

a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms; and (v) Subscriber

was not organized or reorganized for the specific purpose of acquiring the Subscribed Securities.

(i) The

Subscriber understands the various and significant risks of an investment in the Company and has carefully reviewed the various risks

described in the Disclosure Documents and otherwise is familiar with and understands the risks of investing in entities like the Company.

Subscriber is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment

risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,

and has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Securities. Subscriber has determined

based on its own independent review and such professional advice as it deems appropriate that its purchase of the Subscribed Securities (i)

is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies,

guidelines and other restrictions applicable to Subscriber, (iii) has been duly authorized and approved by all necessary action, (iv)

does not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule,

regulation, agreement or other obligation by which Subscriber is bound, and (v) is a fit, proper and suitable investment for Subscriber,

notwithstanding the substantial risks inherent in investing in or holding the Subscribed Securities.

(j) The

Subscriber is willing and able to bear the economic risks of an investment in the Company for an indefinite period of time.

(k)

The Subscriber has read and understands each and all of the provisions of the Company Agreement.

(l)

Subscriber became aware of this offering of the Subscribed Securities solely by means of direct contact between Subscriber and the

Company or a representative of the Company. Subscriber acknowledges that the Subscribed Securities (i) were not offered by any form

of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a

distribution in violation of, the Securities Act, or any state securities laws.

(m) The

Subscriber maintains the Subscriber’s domicile, and is not merely a transient or temporary resident, at the residence address shown

on the signature page of this Subscription Agreement.

(n)

The Subscriber understands and agrees that this subscription, once made, is irrevocable by Subscriber, and that the Company will

advise Subscriber as soon as practicable whether this Subscription Agreement, together with all or a portion of the subscription,

has been accepted or rejected. The Company, in its sole discretion, may reject subscriptions in whole or in part. If this

subscription is rejected, the Company shall as soon as practicable return any funds transferred to the Company by the Subscriber,

without interest, along with this Subscription Agreement and any other documents delivered by the Subscriber.

(o)

Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or

pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or engage in

hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), in each case that result in Subscriber having a net short position

in respect of the Subscribed Securities, the PubCo Class A Common Stock or the PubCo Class B Common Stock of existing PubCo prior to the Merger (as applicable) until the Closing (or such earlier termination of

this Subscription Agreement in accordance with its terms).

(p) Neither

(i) Subscriber, (ii) any of Subscriber’s directors, executive officers, other officers that may serve as a director or officer

of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting

equity securities (in accordance with Rule 506(d) of the 1933 Act) held by Subscriber is subject to any of the “bad actor”

disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (the “Disqualification Events”),

except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonably

in advance of the closing in writing in reasonable detail to the Company.

(q) Subscriber

has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription

Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(r) [Subscriber hereby acknowledges and agrees that Parent will be subscribing for Class B Units of the Company at the same price per

unit as the price paid by Subscriber for its securities purchased under this Subscription Agreement, which Class B Units shall automatically

convert into shares of PubCo Class B Common Stock in connection with the Merger. Subscriber further acknowledges that each share of PubCo Class B Common Stock shall entitle Parent to ten (10) votes per share on all matters submitted to a vote

of the stockholders of PubCo.]

(s) Subscriber

acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the

Company, PubCo, OpCo and Parent.

2.03 Anti-Money

Laundering Matters.

(a) In

General. The Subscriber acknowledges that due to anti-money laundering laws in the United States, the Company may, at any time, require

further identification of the Subscriber and the source of subscription funds. The Subscriber represents that all subscription payments

transferred to the Company originated directly from a bank or brokerage account in the name of the Subscriber. If the Subscriber is subscribing

on behalf of a Beneficial Owner, pursuant to Section 2.03(b) below, then the Subscriber represents that all subscription payments

transferred to the Subscriber with respect to such Beneficial Owner originated directly from a bank or brokerage account in the name

of such Beneficial Owner. The Subscriber represents that acceptance by the Company of this Subscription Agreement, together with acceptance

of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering. Specifically,

the Subscriber represents that all evidence of identity provided to the Company is genuine and all related information furnished and

to be furnished is accurate.

(b) Beneficial

Ownership. The Subscriber represents that it is subscribing for Units for the Subscriber’s own account and risk, and, unless

the Subscriber advises the Company to the contrary in writing and identifies with specificity each beneficial owner on whose behalf the

Subscriber is acting, the Subscriber represents that it is not acting as a nominee for any other person or entity. If the Subscriber

is (i) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (ii) an entity, other than a publicly-traded

company listed on an organized exchange or a subsidiary or pension fund of such a company based in a Financial Action Task Force (“FATF”)

Compliant Jurisdiction, investing on behalf of underlying investors, including a fund-of-funds (the persons, entities and underlying

investors referred to in (i) and (ii) being referred to collectively as the “Beneficial Owners”), Subscriber represents

and warrants that:

(i) The

Subscriber understands and acknowledges the representations, warranties and agreements made

herein are made by Subscriber (A) with respect to Subscriber and (B) with respect to each

of the Beneficial Owners;

(ii) The

Subscriber has all requisite power and authority from each Beneficial Owner to execute and

perform the obligations under this Subscription Agreement;

(iii) The

Subscriber has adopted and implemented anti-money laundering policies, procedures and controls

that comply and will continue to comply with applicable laws and regulations; and

(iv) The

Subscriber has established the identity of all Beneficial Owners, holds evidence of such

identities and will make such information available to the Company upon request, and has

procedures in place to ensure that the Beneficial Owners are not Prohibited Investors (as

defined below).

Investor. The Subscriber represents and warrants that neither it or to the best of its knowledge and belief after due inquiry, the

Beneficial Owners, nor any person controlling, controlled by, or under common control with it or the Beneficial Owners, nor any person

having a beneficial or economic interest in it or the Beneficial Owners, is a Prohibited Investor. The Subscriber further represents

that it is not investing and will not invest in the Company for the benefit of a Prohibited Investor. The Subscriber acknowledges that

the Company prohibits any investment by a Prohibited Investor or for the benefit of a Prohibited Investor.

(d) Suspension

of Certain Rights. Subscriber acknowledges that if the Company reasonably believes that the Subscriber is a Prohibited Investor or

has otherwise breached its representations and warranties herein, the Company may freeze the Subscriber’s investments, either by

prohibiting additional investments, segregating the assets constituting the investment in accordance with applicable regulations, or

otherwise subject to applicable regulations. Alternatively, the Subscriber’s investment may be redeemed immediately at cost, and

the Subscriber shall have no claim against the Company or its respective affiliates for any damages as result thereof.

(e) Definitions.

For purposes of this Subscription Agreement, the following capitalized terms shall have the following meanings:

(i) FATF

means the Financial Action Task Force on Money Laundering.

(ii) FATF-Compliant

Jurisdiction is a jurisdiction that (i) is a member in good standing of FATF and

(ii) has undergone two rounds of FATF mutual evaluations. For a current list of FATF compliant

jurisdictions, refer to http://www.fatf-gafi.org/countries.

(iii) Foreign

Bank means an organization that (i) is organized under the laws of a non-U.S. country,

(ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory

or monetary authority of the country of its organization or principal banking operations,

(iv) receives deposits to a substantial extent in the regular course of its business, and

(v) has the power to accept demand deposits, but does not include the U.S. branches or agencies

of a non-U.S. bank.

(iv) Foreign

Shell Bank means a Foreign Bank without a Physical Presence in any country, but does

not include a Regulated Affiliate.

(v) Non-Cooperative

Jurisdiction means any non-U.S. country that has been designated as non-cooperative

with international anti-money laundering principles or procedures by an intergovernmental

group or organization, such as the FATF, of which the United States is a member and with

which designation the United States representative to the group or organization continues

to concur. For a current list of Non-Cooperative Countries and Territories, refer to the

Financial Action Task Force website, http://www.fatf-gafi.org/countries.

(vi) Physical

Presence means a place of business that is maintained by a Foreign Bank and is located

at a fixed address, other than solely a post office box or an electronic address, in a country

in which the Foreign Bank is authorized to conduct banking activities, at which location

the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains

operating records related to its banking activities, and (iii) is subject to inspection by

the banking authority that licensed the Foreign Bank to conduct banking activities.

(vii) Prohibited

Investor means (i) a person or entity whose name appears on the List of Specially

Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets

Control (“OFAC”) (refer to http://www.ustreas.gov/ofac),

(ii) a Foreign Shell Bank, or (iii) a person or entity resident in or organized or chartered

under the laws of a Non-Cooperative Jurisdiction or whose subscription funds are transferred

from or through a Foreign Shell Bank, a bank organized or chartered under the laws of a Non-Cooperative

Jurisdiction or a Sanctioned Regime.

(viii) Regulated

Affiliate means a Foreign Shell Bank that (A) is an affiliate of a depository institution,

credit union, or Foreign Bank that maintains a Physical Presence in the United States or

a non-U.S. country, as applicable, and (B) is subject to supervision by a banking authority

in the country regulating such affiliated depository institution, credit union, or Foreign

Bank.

(ix) Sanctioned

Regimes means targeted foreign countries, terrorism sponsoring organizations and

international narcotics traffickers which OFAC administers and enforces economic and trade

sanctions based on U.S. foreign policy and national security goals.

ARTICLE

III

MISCELLANEOUS

3.01 Amendment

of Company Agreement and Certificate. If necessary, the parties agree to execute an amendment of the Company

Agreement and to execute and file an amendment of the Company’s Certificate of Formation (“Certificate”) to

conform to and embody the terms and conditions of this Subscription Agreement.

3.02 Addresses

and Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed

or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed

to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent

by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as such

person may hereafter designate by notice given hereunder:

(a)

if to Subscriber, to such address or addresses set forth on the signature page hereto; and

(b) if

to Company to:

Noble

Africa LLC

2200

Ross Avenue

Suite

4575E

Dallas,

Texas Attention: Donald G. Ainscow

Email:

dainscow@aspisotopes.com

with

a copy (which shall not constitute notice) to:

Haynes

and Boone, LLP

2801

N Harwood St Suite 2300

Dallas,

Texas 75201

Attention:

Matthew L. Fry; Rachel O’Donnell

Email:

matt.fry@haynesboone.com;

rachel.odonnell@haynesboone.com

3.03 Titles

and Captions. All Article and Section titles or captions in this Subscription Agreement are for convenience only. They shall not

be deemed part of this Subscription Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions

hereof.

3.04 Assignability;

Third-Party Beneficiaries. This Subscription Agreement is not transferable or assignable by the Subscriber. The placement

agent, PubCo, OpCo and Parent shall be the third party beneficiaries of the representations and warranties of the Company and the

representations and warranties of the Subscriber.

3.05 Pronouns

and Plurals. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter

forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.

3.06 Further

Action. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such

action as may be necessary or appropriate to achieve the purposes of this Subscription Agreement. Each party shall bear

its own expenses in connection therewith.

3.07 Survival

of Representations and Warranties. All representations and warranties made by the parties hereto shall survive the Closing and shall

be fully enforceable at law or in equity against the parties hereto. For the avoidance of doubt, if for any reason the Closing does not

occur immediately following the consummation of the Transactions, all representations, warranties, covenants and agreements of the parties

hereunder shall survive the consummation of the Transactions and remain in full force and effect.

3.08 Applicable

Law, Jurisdiction and Venue.

(a) This

Subscription Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to conflict

of law rules.

(b) Each

of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any

New York State court or federal court of the United States of America sitting in New York, New York, and any appellate court from any

thereof, in any action or proceeding arising out of or relating to this Subscription Agreement or for recognition or enforcement of any

judgment, and each of the Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action

or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court.

Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by law.

of the parties hereto irrevocably and unconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection

that it or he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Subscription

Agreement or the Company Agreement in any such Delaware State court or any such federal court. Each of the parties hereto irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding

in any such court.

(d)

The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any

such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means

provided by law.

3.09 Binding

Effect. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,

administrators, successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the Subscriber

is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, covenants,

warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and such person’s

heirs, executors, administrators and successors.

3.10 Integration.

This Subscription Agreement, together with the Company Agreement, constitutes the entire agreement among the parties pertaining to the

subject matter hereof and supersedes and replaces all prior and contemporaneous agreements and understandings, whether written or oral,

pertaining thereto. No covenant, representation or condition not expressed in this Subscription Agreement shall affect or be deemed to

interpret, change or restrict the express provisions hereof.

3.11 Amendment.

This Subscription Agreement may be modified or amended only with the written approval of all parties.

3.12 Creditors.

None of the provisions of this Subscription Agreement shall be for the benefit of or enforceable by creditors of any party.

3.13 Waiver.

No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Subscription Agreement

or to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other

covenant, agreement, term or condition.

3.14 Rights

and Remedies. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation of one

or more of the provisions of this Subscription Agreement shall not preclude the implementation of any other provision.

3.15 Counterparts.

This Subscription Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding on all

the parties notwithstanding that all the parties are not signatories to the original or the same counterpart. Delivery between the parties

hereto of a counterpart by facsimile or other electronic transmission shall not in any way impair the validity of such counterpart, and

any counterpart so delivered shall be valid and binding as if an original.

3.16

Indemnity. The Subscriber agrees to indemnify and hold harmless the Company, and each other person, if any, who controls any such

entity within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damages and expense whatsoever

(including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against

any litigation commenced or threatened or any claim whatsoever) (collectively, “Damages”) arising out of or based

upon any breach or failure by the Subscriber to comply with any representation, warranty, covenant or agreement made by the Subscriber

herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this Subscription Agreement.

3.17 Termination.

This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the

parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to

occur of: (a) the mutual written agreement of the parties hereto to terminate this Subscription Agreement; (b) such date and time as

the Merger Agreement is terminated in accordance with its terms; or (c) written notice by either party to the other party if the

Transaction Closing has not occurred on or before the earlier of the Outside Date or December 31, 2026; provided, that nothing

herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be

entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. Upon the

termination of this Subscription Agreement, any monies paid by Subscriber to the Company or the Escrow Agent in respect of the

Aggregate Purchase Price shall be promptly returned to Subscriber.

3.18 Disclosure.

Subscriber hereby consents to the publication and disclosure in any press release issued by PubCo or Parent or any filing made by

PubCo or Parent with the SEC in connection with the Transaction of Subscriber’s identity and beneficial ownership of the

Subscribed Securities and the nature of Subscriber’s commitments, arrangements and understandings under and relating to

this Subscription Agreement. Subscriber will promptly

provide any information reasonably requested by the Company, PubCo, OpCo or Parent for any regulatory application or filing made or

approval sought in connection with the Transaction (including filings with the SEC).

3.19 Waiver

of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT

TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,

THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.20 Specific

Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription

Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties

shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the

terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law,

in equity, in contract, in tort or otherwise.

3.21

Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty

made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement

in making its investment or decision to invest in the Company. Subscriber agrees that neither (i) any other purchaser pursuant to other

subscription agreements entered into in connection with the offering, nor (ii) any placement agent or its affiliates, shall be liable

to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them

in connection with the purchase of the Subscribed Securities.

[Signature

Page Follows]

WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement on this _____ day of ________________________, 2026.

Social Security or Employer

Name of Subscriber

Identification Number

Signature for Individual Subscriber:

Other than Individual:

By:

Signature of Subscriber

Signature of Authorized Signatory

Signature of Subscriber,

if Joint

Print Name and Address

of Authorized Signatory

Mailing Address of Subscriber:

Residence Address of Subscriber:

Street

City

State

Zip Code

City

State Zip

Code

If Joint Ownership,

check one:

If Other Than

Individual Subscribers, check one:

_____

Joint Tenants

with

___

General Company

___

Trust

Right of Survivor

_____

Tenants-in-Common

___

Limited Company

___

“Grantor” Trust

_____

Tenants by the Entirety

___

Corporation

___

Estate

_____

Community Property

___

“S” Corporation

___

Limited Liability Company

______Other (specify):__________

Aggregate Purchase Price

Number of Subscribed Units ($_____ per Unit)

Subscriber

status (mark one): ☐ U.S. investor ☐ Non-U.S. investor

FOREGOING

SUBSCRIPTION ACCEPTED:

NOBLE

AFRICA LLC

By:

Name:

Title:

Noble

Africa LLC

SUBSCRIPTION

DOCUMENT #2

SUBSCRIBER

QUESTIONNAIRE FOR INDIVIDUAL

SUBSCRIBER

QUESTIONNAIRE FOR INDIVIDUAL

THIS

QUESTIONNAIRE MUST BE ANSWERED FULLY AND RETURNED ALONG WITH YOUR COMPLETED SUBSCRIPTION AGREEMENT IN CONNECTION WITH YOUR PROSPECTIVE

PURCHASE OF SECURITIES FROM NOBLE AFRICA LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”).

THE

INFORMATION SUPPLIED IN THIS QUESTIONNAIRE WILL BE HELD IN STRICT CONFIDENCE. NO INFORMATION WILL BE DISCLOSED EXCEPT TO THE EXTENT THAT

SUCH DISCLOSURE IS REQUIRED BY LAW OR REGULATION, OTHERWISE DEMANDED BY PROPER LEGAL PROCESS OR IN LITIGATION INVOLVING THE COMPANY.

Capitalized

terms used herein without definition shall have the respective meanings given such terms as set forth in the Subscription Agreement between

the Company and the subscriber signatory thereto (the “Subscription Agreement”).

The

following representations, warranties and information are furnished herewith:

1. Qualification

As An Accredited Investor. This matter is presented in alternative form. Please initial

one of the two alternatives set forth below on the line(s) provided.

The

Subscriber comes within one of the following two categories: (Kindly initial the category(ies) applicable to you)

(1) ALTERNATIVE

ONE: The Subscriber’s individual net worth, or joint net worth with his or her

spouse, at the time of purchase exceeds $1,000,000 (PLEASE NOTE: In calculating net

worth, you include all of your assets (other than your primary residence), whether liquid

or illiquid, such as cash, stock, securities, personal property and real estate based on

the fair market value of such property MINUS all debts and liabilities (other than a mortgage

or other debt secured by your primary residence unless such borrowing occurred in the 60

days preceding the date of purchase of the Securities and was not in connection with the

acquisition of the primary residence);

_______________

(Initial)

(2) ALTERNATIVE

TWO: The Subscriber has had an individual income in excess of $200,000 or in excess of

$300,000 with his or her spouse in each of the two most recent years and reasonably expects

an income in excess of $200,000 or in excess of $300,000 with his or her spouse in the current

year.

_______________

(Initial)

2. Investment

Knowledge and Experience. The Subscriber has knowledge and experience in financial

and business matters so as to be capable of evaluating the relative merits and risks of an

investment in the Company; the Subscriber is not utilizing any other person to be the Subscriber’s

purchaser representative in connection with evaluating such merits and risks. The Subscriber

offers as evidence of knowledge and experience in these matters the information requested

hereinafter on this Subscriber Questionnaire.

_______________

(Initial)

3. Ability

to Bear Risk. The Subscriber is willing and able to bear the economic risk of an

investment in the Company. The Subscriber offers, as evidence of ability to bear economic

risk, the information required hereinafter in this Subscriber Questionnaire.

_______________

(Initial)

4. Purchase

Solely for Own Account. Except as indicated below, any purchase of Units will be

solely for the account of the Subscriber, and not for the account of any other person or

with a view toward resale, assignment, fractionalization or distribution thereof.

_______________

(Initial)

(State

“No Exceptions” below or set forth exceptions and give details; attach additional pages, if necessary.)

5. Complete

Information. The Subscriber represents to the Company that (a) the information contained

herein is complete and accurate and will be relied upon by the Company and (b) the Subscriber

will notify the Company immediately of any material change in any such information occurring

prior to the submission of a Subscription Agreement and payment if such does not accompany

this questionnaire.

_______________

(Initial)

6. Investigation.

The Subscriber has relied solely upon investigations made by the Subscriber and the Subscriber’s

attorney and accountant or other advisors in making the decision to participate or not to

participate in the proposed offering of Units. Subscriber acknowledges that no statement,

printed material or inducement has been given or made by the Company or its representatives

which is contrary to the information contained in the Company Agreement or the Subscription

Agreement (including Exhibits thereto).

hereby represent and warrant to the Company that, to the best of my information and belief, the above information supplied by me is true

and correct in all material respects.

Date:

Individual Signature

Noble

Africa LLC

SUBSCRIPTION

DOCUMENT #3

SUBSCRIBER

QUESTIONNAIRE FOR PARTNERSHIP, LLC, CORPORATION OR TRUST

NOBLE

AFRICA LLC

SUBSCRIBER

QUESTIONNAIRE FOR PARTNERSHIP, LLC, CORPORATION OR TRUST

(All

Information Will be Treated Confidentially)

NOBLE

AFRICA LLC

Gentlemen:

The

information contained herein is being furnished to Noble Africa LLC, a Delaware limited liability company (the “Company”)

in order for the Company to determine whether the undersigned’s (the “Subscriber”) subscription for Units in

the Company (the “Units”) may be accepted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the

“1933 Act”). The Subscriber understands that: (i) the Company will rely upon the following information for purposes

of complying with Federal and applicable state securities laws, (ii) the Units will not be registered under the 1933 Act in reliance

upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act, and (iii) this questionnaire is not an offer to sell

nor the solicitation of an offer to buy any Units, or any other securities, to the Subscriber.

I. Qualification

as an Accredited Investor.

order to qualify as an Accredited Investor, the Subscriber must meet one of the following tests:

1. A

“bank” as defined in Section 3(a)(2) of the 1933 Act;

2. An

“insurance company” as defined in Section 2(13) of the 1933 Act;

3. Any

broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,

as amended;

4. An

investment company registered under the Investment Company Act of 1940, as amended (“1940

Act”);

5. A

business development company as defined in Section 2(a)(48) of the 1940 Act;

6. A

Small Business Investment Company licensed by the U.S. Small Business Administration under

Section 301(c) or (d) of the Small Business Investment Act of 1958;

7. An

employee benefit plan within the meaning of Title I of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), (a) whose investment decisions are

made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, insurance

company or registered investment adviser; or (b) having total assets in excess of $5,000,000;

or (c) if self-directed, the investment decisions are made solely by persons that are Accredited

Investors;

8. An

organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts

or similar business trust, or partnership, not formed for the specific purpose of acquiring

Units, having total assets in excess of $5,000,000;

9. A

trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring

Units, whose purchase is directed by a sophisticated investor; or

10. An

entity in which all of the equity owners are Accredited Investors.

Indicate

whether you qualify as an Accredited Investor under any of the tests described above.

A. Yes_______________ No_______________

B. If

yes, place an “X” mark next to the number(s) of the tests under which you qualify

as an Accredited Investor.

1____

2____ 3____ 4____ 5____ 6____ 7(a)____ 7(b)____ 7(c)____ 8____ 9____ 10_____

(If

you checked “7(c)”, “9” or “10” above, all natural persons (a) directing employee benefit plans,

(b) directing the investments of a trust, or (c) equity owners of an entity, must complete a copy of Subscription Document No. 3.)

II. Additional

Representations of Certain Subscribers.

A. Please

check whichever box below is applicable:

______

The Subscriber hereby represents that the Subscriber was not organized or reorganized for the specific purpose, or for the purpose

among other purposes, of acquiring interests in the Company.

____

The Subscriber is not able to so represent.

B. If

the Subscriber is a partnership, please check whichever box below is applicable:

_____

The Subscriber hereby represents that no individual partner or group of partners of the Subscriber had the right to elect whether or

not to participate in the investment of the Subscriber in the Company or to determine the level of participation of such partner or

group therein.

_______

The Subscriber is not able to so represent.

C. Is

the Subscriber a private investment company, which is not, registered under the Investment

Company Act of 1940, as amended, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof?

_____

Yes ____ No

The

Subscriber for which I am authorized to act is willing and able to bear the economic risk of an investment in the Company. I will provide

the Company with financial data regarding the Subscriber as may be reasonably requested.

will rely solely upon investigations made by my attorney, accountant and me in making the decision to participate or not to participate

in the proposed offering. I acknowledge that no statement, printed material or inducement has been given or made by the Company or its

representatives which is contrary to the information contained in the Company Agreement, or the Subscription Agreement (including Exhibits

thereto).

the best of my information and belief, the above information supplied by me is true and correct in all material respects.

Date

Name of Entity

By:

Signature of Authorized

Signatory

Print Name

and Title of Authorized Signatory

EXHIBIT

CERTIFICATE

OF PARTNERSHIP OR LLC INVESTOR

CERTIFICATE

OF _____________________________________

(Name of Company)

The

undersigned, constituting all of the general partners/managing members of _______________________ (the “Company”), hereby

certify as follows:

1. That

the Company commenced business on___________ and was established pursuant to a Company Agreement dated ________________ (the “Agreement”).

2. That

a true and correct copy of the Agreement is attached hereto and that, as of the date hereof, the Agreement has not been amended (except

as to any attached amendments) or revoked and is still in full force and effect.

3. That,

as the general partner(s)/managing member(s) of the Company, I/we have determined that the investment in, and purchase of, Units of Noble

Africa LLC is of benefit to the Company and have determined to make such investment on behalf of the Company.

4. That,

pursuant to the Agreement, _______________________ is authorized to execute all necessary documents in connection with our investment in Noble Africa LLC.

5. There

are ______ partners/members in the aggregate in the Company.

WITNESS WHEREOF, we have executed this certificate as the general partners of the Company this ____ day of ____________, 2026, and declare

that it is truthful and correct.

(Name of Company)

By:

Partner/Member

By:

Partner/Member

By:

Partner/Member

EXHIBIT

CERTIFICATE

OF TRUST INVESTOR

CERTIFICATE

OF ______________________________________________________

(Name

of Trust)

The

undersigned, constituting all of the Trustees of _______________________ (the “Trust”), hereby certify as follows:

1. That

the Trust was established pursuant to Trust Agreement dated __________________________________ (the “Agreement”).

2. That

a true and correct copy of the Agreement is attached hereto and that, as of the date hereof, the Agreement has not been amended (except

as to any attached amendments) or revoked and is still in full force and effect.

3. That,

as the Trustee(s) of the Trust, I/we have determined that the investment in, and purchase of, an interest in Noble Africa LLC is of benefit

to the Trust and have determined to make such investment on behalf of the Trust.

That ______________ is authorized by the Trust Agreement to execute, on behalf of the Trust, any and all documents in connection

with the Trust’s investment in Noble Africa LLC.

There _______ are beneficiaries in the aggregate of the Trust.

WITNESS WHEREOF, we have executed this certificate as the Trustee(s) of the Trust this _____ day of ____________, 2026, and declare that

it is truthful and correct.

(Name of Trust)

By:

Trustee

By:

Trustee

By:

Trustee

EXHIBIT

CERTIFICATE

OF CORPORATE INVESTOR

CERTIFICATE

(Name

of Corporation)

The

undersigned, being the duly elected and acting Secretary or _______________________ of ______________________(the “Corporation”),

hereby certifies as follows:

That the Corporation commenced business on _______________________ and was incorporated under the laws of the State

_________________ of _________________ on .

2. That

a true and correct copy of the Articles of Incorporation of the Corporation is attached hereto and that as of the date hereof, the Articles

of Incorporation have not been amended (except as to any attached amendments) or revoked and are still in full force and effect.

3. That

the Board of Directors of the Corporation has determined that the investment in, and purchase of, an interest in Noble Africa LLC is

of benefit to the Corporation and has determined to make such investment on behalf of the Corporation. Attached hereto is a true, correct

and complete copy of certain resolutions of the Board of Directors of the Corporation duly authorizing this investment, and said resolutions

have not been revoked, rescinded or modified and, at the date hereof, are in full force and effect.

4. That

the following named individuals are duly elected officers of the Corporation, who hold the offices set opposite their respective names

and who are duly authorized to execute any and all documents in connection with the Corporation’s investment in Noble Africa LLC

and that the signatures written opposite their names and titles are their correct and genuine signature.

Name

Title

Signature

5. There

are ____ shareholders in the aggregate in the Corporation.

WITNESS WHEREOF, I have executed this certificate and affixed the seal of the Corporation this ____ day of ____________, 2026, and declare

that it is truthful and correct.

(Name of Corporation)

By:

Authorized Officer

Noble

Africa LLC

SUBSCRIPTION

DOCUMENT #4

CERTIFICATION

OF NON-FOREIGN STATUS AND IRS FORM W-9

CERTIFICATION

OF NON-FOREIGN STATUS

(Company;

Corporation; Trust)

The

undersigned hereby certifies to Noble Africa LLC (the “Company”) as follows:

Section

1446 of the Internal Revenue Code provides that a partnership must pay a withholding tax to the Internal Revenue Service with respect

to a partner’s allocable share of the Company’s effectively connected taxable income, if the Partner is a foreign person.

To inform the Company that the provisions of Section 1446 do not apply, the undersigned hereby certifies on behalf of ____________________________________________

(“Member”) the following:

1. Member

is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those

terms are defined in the Internal Revenue Code and the Income Tax Regulations);

2. Member’s

U.S. employer identification number is ____-_____________; and

3. Member’s

office address is

_________________________________________________________________

Member

hereby agrees to notify the Company within sixty (60) days of the date on which Member becomes a foreign person. Member understands that

this certification may be disclosed to the Internal Revenue Service by the Company and that any false statement I have made here could

be punished by fine, imprisonment or both.

Under

penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct

and complete and I further declare that I have authority to sign this document on behalf of Member.

Date:

_____________________

Name

By:

Name:

Title:

CERTIFICATION

OF NON-FOREIGN STATUS

(Individual)

The

undersigned hereby certifies to Noble Africa LLC (the “Company”) as follows:

Section

1446 of the Internal Revenue Code of 1986, as amended, provides that a partnership must pay a withholding tax to the Internal Revenue

Service with respect to a partner’s allocable share of the Company’s effectively connected taxable income, if the Partner

is a foreign person. To inform Company that the provisions of Section 1446 do not apply, I, ___________________________________, hereby

certify the following:

1. I

am not a non-resident alien for purposes of U.S. income taxation;

2. My

U.S. taxpayer identification number (social security number) is ____-____-_______; and

3. My

home address is

_________________________________________________________________

hereby agree that if I become a non-resident alien, I will notify the Company within sixty (60) days of doing so. I understand that this

certification may be disclosed to the Internal Revenue Service by the Company and that any false statement I have made here could be

punished by fine, imprisonment or both.

Under

penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct

and complete.

Date

Signature of Member

IRS

FORM W-9

[attached

hereto]

EXHIBIT A-2

FORM OF COMPANY WARRANT

[Attached]

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED CLASS A UNIT WARRANT

Noble

africa llc

Warrant Units: [______]

Initial

Exercise Date: __, 2026

THIS PRE-FUNDED CLASS A UNIT

WARRANT (the “Warrant”) certifies that, for value received, [_______________]

or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions

hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant

is exercised in full (the “Termination Date”) but not thereafter, to subscribe for from Noble Africa LLC, a Delaware

limited liability company (the “Company”), up to [______] Class A Units (the “Warrant Units”).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed.

“Class

A Unit” means a Class A Unit of the Company and any other class of securities into which such securities may hereafter be reclassified

or changed.

“Class

A Unit Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Class A Unit, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Unit.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subscription

Agreement” means the Subscription Agreement, dated as of June __, 2026, by and between the Company and each of the subscribers

signatory thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Warrants”

means this Warrant and other pre-funded Class A Unit warrants issued by the Company pursuant to the Subscription Agreement.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the rights represented by this Warrant may be made, in whole or in part, at any time or times on or after

the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail

(or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant

to the Company until the Holder has exercised all of the Warrant Units available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant shall have the effect of lowering the outstanding

number of Warrant Units issuable hereunder in an amount equal to the applicable number of Warrant Units issued. The Holder and the Company

shall maintain records showing the number of Warrant Units issued and the date of such issuances. The Company shall deliver any objection

to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the issuance of a portion of the Warrant

Units hereunder, the number of Warrant Units available for issuance hereunder at any given time may be less than the amount stated on

the face hereof.

b) Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Unit, was pre-funded

to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise

price of $0.0001 per Warrant Unit), shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The

remaining unpaid exercise price per Warrant Unit under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise

Price”). At the Holder’s election, it may pre-fund the remaining unpaid Exercise Price of this Warrant in connection with

the issuance of this Warrant, and in the event of the occurrence of a Fundamental Transaction (as defined below), the Company shall pay

any pre-funded remaining Exercise Price to any Successor Entity (as defined below) assuming the Company’s obligations under this

Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price or

Exercise Price under any circumstance or for any reason whatsoever.

c) [RESERVED]

d) Mechanics

of Exercise.

i. Delivery

of Warrant Units Upon Exercise. The Company shall cause the Warrant Units issued hereunder to be registered in the Company’s

register in the name of the Holder or its designee, for the number of Warrant Units to which the Holder is entitled pursuant to such exercise

to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Business Day after the later of the delivery

to the Company of the Notice of Exercise and the delivery of the aggregate Exercise Price to the Company (such date, the “Warrant

Unit Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all limited liability company

purposes to have become the holder of record of the Warrant Units with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Units.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Units, deliver to the Holder a new Warrant evidencing

the rights of the Holder to exercise the unissued Warrant Units called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Charges,

Taxes and Expenses. Issuance of Warrant Units shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Units, all of which taxes and expenses shall be paid by the Company, and such Warrant

Units shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Units are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. For the avoidance of doubt, nothing

in this Section 2(d)(iii) shall require the Company to deliver the Warrant Units on a date earlier than the Warrant Unit Delivery Date.

iv. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

the number of Class A Units beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Class

A Units issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

Class A Units which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the

Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any

other securities of the Company (including, without limitation, any other Class A Unit Equivalents) subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that

the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder

is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this

Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the

Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable

(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this

Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify

or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section

2(e), in determining the number of outstanding Class A Units, a Holder may rely on the number of outstanding Class A Units as reflected

in written notice by the Company setting forth the number of Class A Units outstanding. Upon the written or oral request of a Holder,

the Company shall within one Business Day confirm orally and in writing to the Holder the number of Class A Units then outstanding.

In any case, the number of outstanding Class A Units shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding Class A Units was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Class

A Units outstanding immediately after giving effect to the issuance of Class A Units issuable upon exercise of this Warrant. The provisions

of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e)

to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation

herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations

contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

a) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one

or a series of related transactions, provided, however that the sale by the Company of any Subsidiary does not constitute a Fundamental

Transaction, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)

is completed pursuant to which holders of Class A Units are permitted to sell, tender or exchange their units for other securities, cash

or property and has been accepted by the holders of greater than 50% of the outstanding Class A Units or greater than 50% of the voting

power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Class A Units or any compulsory unit exchange pursuant to which the Class A Units are effectively

converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related

transactions consummates a stock or unit purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement) with another Person, including such Person’s Attribution Parties, whereby

such other Person (including such Person’s Attribution Parties) acquires greater than 50% of the outstanding Class A Units or greater

than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any

subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Unit that would have been issuable upon

such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any

limitation in Section 2(e) on the exercise of this Warrant), the number of Class A Units of the successor or acquiring corporation or

of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of Class A Units for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).

If holders of Class A Units are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor

(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance

with the provisions of this Section 3(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and

approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver

to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar

in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity

(or its parent entity) equivalent to the Class A Units acquirable and receivable upon exercise of this Warrant (without regard to any

limitations on the exercise of this Warrant) prior to such Fundamental Transaction (but taking into account the relative value of the

Class A Units pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital

stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation

of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any

such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and

after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction

Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,

jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right

and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company

prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity

or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled

to the benefits of the provisions of this Section 3(a) regardless of (i) whether the Company has sufficient authorized Class A Units for

the issuance of Warrant Units and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

b) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a Class A Unit, as the case may be.

For purposes of this Section 3, the number of Class A Units deemed to be issued and outstanding as of a given date shall be the sum of

the number of Class A Units issued and outstanding.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration

rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated

agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its

agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if

required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within three (3) Business Days of the date on which the Holder delivers

an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised

by a new holder for the exercise of Warrant Units without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Units issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Units issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Units or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No

Rights as Member Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or

other rights as a member of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Units, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, members, partners,

members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party

hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

e) Restrictions.

The Holder acknowledges that the Warrant Units acquired upon the exercise of this Warrant, if not registered, will have restrictions upon

resale imposed by state and federal securities laws.

f) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

g) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at ______________________, or such other email address or address as the Company may specify for such purposes by notice

to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing

and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail

address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall

be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail

at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after

the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a

day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (iii) the second Business Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given.

h) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant for Warrant Units,

and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price

of any Class A Unit or as an equity owner of the Company, whether such liability is asserted by the Company or by creditors of the Company.

i) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

j) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Units.

k) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holders of outstanding Warrants representing the majority of Warrant Units underlying such Warrants, on the other hand. If any modification

or amendment pursuant to this Section 5(k) adversely affects the rights or interests of the Holder of this Warrant in a manner disproportionate

to the rights or interests of other holders of Warrants, such modification or amendment shall require such Holder’s written consent

prior to the effectiveness thereof.

l) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

noble africa llc

By:

Name:

Title:

NOTICE OF EXERCISE

To: noble

africa llc

(1) The

undersigned hereby elects to exercise ________ Warrant Units of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

of the remaining Exercise Price (check applicable box):

☐ will be made in

lawful money of the United States; or

☐ was pre-funded

to the Company in connection with the issuance of the Warrant.

(3) Please

issue said Warrant Units in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Units shall be delivered as follows:

_______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

______________________________________

(Please Print)

Address:

______________________________________

(Please Print)

Phone Number:

Email Address:

______________________________________

Dated: _______________ __, ______

Holder’s Signature:_______________________

Holder’s Address:________________________

EXHIBIT B

FORM OF VOTING AGREEMENTS

[Attached]

EXHIBIT C

FORM OF LOCK-UP AGREEMENT

EXHIBIT D

FORM OF COMPANY A&R OPERATING AGREEMENT

[Attached]

EXHIBIT E

FORM OF CERTIFICATE OF MERGER

[Attached]

EXHIBIT F

FORM OF PubCo A&R

CERTIFICATE OF INCORPORATION

[Attached]

EXHIBIT G

FORM OF MASTER TRANSACTION

AGREEMENT

[Attached]

EXHIBIT H

FORM OF SHARED SERVICES AGREEMENT

[Attached]

EXHIBIT I

FORM OF TAX SHARING AGREEMENT

[Attached]

EXHIBIT J

FORM OF REGISTRATION RIGHTS AGREEMENT

[Attached]

EXHIBIT K

FORM OF EMPLOYEE MATTERS AGREEMENT

[Attached]

EXHIBIT L

TERM SHEET REGARDING DISTRIBUTION FACILITATION

AGREEMENT

[Attached]

EXHIBIT M

TERM SHEET REGARDING AMENDMENT OF ASPI TERM LOAN FACILITY AGREEMENT

[Attached]

EX-3.1 — FORM OF A&R CERTIFICATE OF INCORPORATION

EX-3.1

Filename: ea029523901ex3-1.htm · Sequence: 3

Exhibit

3.1

AMENDED

AND RESTATED

CERTIFICATE

OF INCORPORATION

ENDRA

LIFE SCIENCES INC.

ENDRA

Life Sciences Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY AS FOLLOWS:

The present name of the Corporation is “ENDRA Life Sciences Inc.” Corporation was originally incorporated under the name

“ENDRA Inc.” by the filing of its original Certificate of Incorporation of the Corporation with the Secretary of State of

the State of Delaware on July 18, 2007.

The Amended and Restated Certificate of Incorporation of the Corporation in the form attached hereto as Exhibit A (the “Restated

Certificate”) has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL.

The Restated Certificate restates, integrates and amends the provisions of the Certificate of Incorporation of the Corporation as heretofore

amended.

The Restated Certificate so adopted reads in full as set forth in the form attached hereto as Exhibit A and is incorporated herein

by this reference.

WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed and acknowledged by the undersigned duly authorized

officer of the Corporation on this [●] day of [●].

ENDRA Life Sciences Inc.

By:

Name:

[●]

Title:

[●]

EXHIBIT

AMENDED

AND RESTATED

CERTIFICATE

OF INCORPORATION

ENDRA

LIFE SCIENCES INC.

ARTICLE

NAME

The

name of the corporation is Noble Africa Inc. (the “Corporation”).

ARTICLE

PURPOSE

The

purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation

Law of the State of Delaware (the “DGCL”).

ARTICLE

III

REGISTERED

AGENT

The

street address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington,

County of New Castle, Delaware 19808, and the name of the Corporation’s registered agent at such address is Corporation Service

Company.

ARTICLE

CAPITALIZATION

Section

4.1 Authorized Capital Stock.

The

total number of shares of capital stock that the Corporation is authorized to issue is 1,250,000,000 shares, divided into three classes

consisting of (a) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”);

(b) 200,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together

with Class A Common Stock, the “Common Stock”); and (c) 50,000,000 shares of preferred stock, par value $0.0001

per share (“Preferred Stock”).

Upon

the effectiveness of this Amended and Restated Certificate of Incorporation (the “Effective Time”), each share

of the Corporation’s common stock, par value $0.001, issued and outstanding or held as treasury stock immediately prior to the

Effective Time, shall, automatically and without further action by any stockholder, be reclassified as, and converted into, one share

of Class A Common Stock. Any stock certificate that immediately prior to the Effective Time represented shares of the Corporation’s

common stock shall, from and after the Effective Time, automatically be deemed to represent the number of shares of Class A Common Stock

into which such shares of the Corporation’s common stock shall have been reclassified and converted as provided in the immediately

preceding sentence without the need for surrender or exchange thereof.

The

number of authorized shares of Preferred Stock or either class of Common Stock may be increased or decreased (but not below the number

of shares thereof then-outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation

entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no

vote of the holders of either the Preferred Stock or either class of Common Stock voting separately as a class shall be required therefor,

unless a vote of any such holder is required pursuant to this Certificate (including any certificate of designation relating to any series

of Preferred Stock).

Section

4.2 Common Stock.

(a)

Voting Rights.

Except as otherwise provided in this Certificate or otherwise required by applicable law, the holders of shares of Class A Common Stock

and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted

to a vote or to be acted on by consent of the stockholders of the Corporation.

Each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable record

date on any matter that is submitted to a vote or to be acted on by consent of the stockholders of the Corporation.

Except as otherwise provided in this Certificate or otherwise required by applicable law, each holder of Class B Common Stock shall be

entitled to ten votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote

or to be acted on by consent of the stockholders of the Corporation.

(b)

Dividends. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders

of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends

and other distributions of cash, property or shares of stock of the Corporation as may be declared by the board of directors of the Corporation

(the “Board”) from time to time with respect to the Common Stock out of assets or funds of the Corporation

legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or

rights to acquire Common Stock, the holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common

Stock, as the case may be, and the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire Class B Common

Stock, as the case may be. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of

Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which

such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved

in advance by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Class A Common Stock

and Class B Common Stock, each voting separately as a class.

(c)

Liquidation. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, in the event

of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, all assets of the

Corporation of whatever kind available for distribution to the holders of Common Stock shall be divided among and paid ratably to the

holders of the Class A Common Stock and the Class B Common Stock treated as a single class unless disparate or different treatment of

the shares of each such class with respect to distributions upon any such liquidation, dissolution, distribution of assets or winding

up is approved in advance by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Class

A Common Stock and Class B Common Stock, each voting separately as a class.

(d)

Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common

Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner; provided, however,

that shares of one such class of Common Stock may be subdivided or combined in a different or disproportionate manner if such subdivision

or combination is approved in advance by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares

of Class A Common Stock and Class B Common Stock, each voting separately as a class.

(e)

Equal Status. Except as expressly provided in this Article IV, Class A Common Stock and Class B Common Stock shall have the same

rights and privileges and rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution

of assets or winding up of the Corporation), share ratably and be identical in all respects as to all matters.

(f)

Conversion of Class B Common Stock.

Voluntary Conversion. Each share of Class B Common Stock shall be convertible into one fully paid and nonassessable share of Class

A Common Stock at the option of the holder thereof. Before any holder of Class B Common Stock shall be entitled voluntarily to convert

any shares of such Class B Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed,

at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall give written notice

to the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names (a)

in which the certificate or certificates representing the shares of Class A Common Stock into which the shares of Class B Common Stock

are so converted are to be issued if such shares are certificated or (b) in which such shares are to be registered in book entry if such

shares are uncertificated. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder

of Class B Common Stock, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares

of Class A Common Stock to which such holder shall be entitled as aforesaid (if such shares are certificated) or, if such shares are

uncertificated, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately prior to the close

of business on the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the

written notice of such holder’s election to convert, and the person or persons entitled to receive the shares of Class A Common

Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common

Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Section 4.2(f)(1) shall be retired

by the Corporation and shall not be available for reissuance.

Automatic Conversion. (a) Each share of Class B Common Stock shall automatically, without further action by the holder thereof,

be converted into one fully paid and nonassessable share of Class A Common Stock upon the occurrence of a Transfer (as defined below),

other than a Permitted Transfer (as defined below), of such share of Class B Common Stock, and (b) all shares of Class B Common Stock

shall automatically, without further action by any holder thereof, be converted into an identical number of shares of fully paid and

nonassessable Class A Common Stock upon the affirmative vote (or written consent) of the holders of a majority of the then-outstanding

shares Class B Common Stock, voting as a separate class (the occurrence of an event described in clause (a) or (b) of this Section

4.2(f)(2), a “Conversion Event”). Each outstanding stock certificate that, immediately prior to a Conversion

Event, represented one or more shares of Class B Common Stock subject to such Conversion Event shall, upon such Conversion Event, be

deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof. The Corporation,

or any transfer agent of the Corporation, shall, upon the request of any holder whose shares of Class B Common Stock have been converted

into shares of Class A Common Stock as a result of a Conversion Event and upon surrender by such holder to the Corporation of the outstanding

certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any), issue and deliver to such holder certificate(s)

representing the shares of Class A Common Stock into which such holder’s shares of Class B Common Stock were converted as a result

of such Conversion Event (if such shares are certificated) or, if such shares are uncertificated, register such shares in book-entry

form. Each share of Class B Common Stock that is converted pursuant to this Section 4.2(f)(2) shall thereupon be retired by the

Corporation and shall not be available for reissuance.

The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions

of this Certificate, relating to the conversion of the Class B Common Stock into Class A Common Stock, as it may deem necessary or advisable

in connection therewith. If the Corporation has a reasonable basis to believe that a Transfer giving rise to a conversion of shares of

Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the

Corporation may request in writing that the holder of such shares furnish affidavits or other reasonable evidence to the Corporation

as the Corporation deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred

and if such holder does not, within thirty days after receipt of such written request, furnish reasonable evidence to the Corporation

to enable the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not

previously converted, shall be automatically converted into shares of Class A Common Stock and the same shall thereupon be registered

on the books and records of the Corporation. In connection with any action of stockholders taken at a meeting or by written consent,

the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy

at any meeting of stockholders or in connection with any such written consent and the class or classes or series of shares held by each

such stockholder and the number of shares of each class or classes or series held by such stockholder.

Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares

of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares

of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common

Stock into shares of Class A Common Stock.

Protective Provisions. The Corporation shall not, whether by merger, consolidation, conversion or otherwise, amend, alter, repeal

or waive this Section 4.2 (or adopt any provision inconsistent therewith) or effect any reclassification of the shares of Class

A Common Stock or Class B Common Stock, unless such action is first approved by the affirmative vote (or written consent) of the holders

of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required

by applicable law, this Certificate or the Bylaws (as defined in Article V), and, to the fullest extent permitted by law, the holders

of Class A Common Stock shall have no right to vote thereon.

(g)

Definitions. For purposes of this Article IV:

“Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled

by or under common control with such Person, and shall include any principal, managing member, director, general partner, officer, employee

or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation).

“control” (including the terms “controlled by” and “under common control with”), with

respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to

direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract

or otherwise.

“Family Member” shall mean, with respect to any Class B Stockholder, (x) the spouse, and any parent, child,

sibling, parent-in-law or child-in-law of such stockholder, (y) any individual who shares a home (other than a domestic employee) with

such stockholder or (z) any lineal descendant (including by adoption) of any of the foregoing individuals.

“Permitted Transfer” shall mean a Transfer by a holder of Class B Common Stock to any of the persons or entities

listed below (each, a “Permitted Transferee”) and from any such Permitted Transferee back to such holder of

Class B Common Stock and/or any other Permitted Transferee established by or for such holder of Class B Common Stock:

(A)

a broker or other nominee; provided that the transferor retains (1) Voting Control, (2) control over the disposition of such shares,

and (3) the economic consequences of ownership of such shares;

(B)

by a holder of Class B Common Stock who is a natural person to any of the following Permitted Transferees:

(1)

a trust for the benefit of such holder or other persons so long as the holder (either alone or with any Family Member of such holder)

retains: (i) Voting Control, (ii) control over the disposition of such shares, and (iii) such Transfer does not involve any payment of

cash, securities, property or other consideration (other than an interest in such trust) to the holder; provided that in the event such

holder (either alone or with any Family Member of such holder) no longer retains Voting Control and control over the disposition of the

shares of Class B Common Stock held by such trust, each share of Class B Common Stock then held by such trust shall automatically convert

into one (1) fully paid and nonassessable share of Class A Common Stock;

(2)

a Family Member; provided such Transfer does not involve any payment of cash, securities, property or other consideration to the holder;

(3)

a trust under the terms of which such holder has retained a “qualified interest” within the meaning of Section 2702(b)(1)

of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and/or a reversionary interest

so long as the holder (either alone or with any Family Member of such holder) retains Voting Control and control over the disposition

of the shares of Class B Common Stock held by such trust; provided, however, that in the event the holder (either alone or with any Family

Member of such holder) no longer retains Voting Control and control over the disposition of the shares of Class B Common Stock held by

such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable

share of Class A Common Stock;

(4)

an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus

or other type of plan or trust of which such holder is a participant or beneficiary and which satisfies the requirements for qualification

under Section 401 of the Internal Revenue Code; provided that in each case such holder (either alone or with any Family Member of such

holder) retains Voting Control and control over the disposition of the shares of Class B Common Stock held in such account, plan or trust,

and provided, further, that in the event the holder (either alone or with any Family Member of such holder) no longer retains Voting

Control and control over the disposition of the shares of Class B Common Stock held by such account, plan or trust, each share of Class

B Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable share of Class A Common

Stock;

(5)

a corporation, partnership or limited liability company in which such holder (either alone or with any Family Member of such holder)

directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable,

with sufficient Voting Control in the corporation, partnership or limited liability company, as applicable, or otherwise has legally

enforceable rights, such that the holder (either alone or with any Family Member of such holder) retains Voting Control and control over

the disposition of the shares of Class B Common Stock held by such corporation, partnership or limited liability company; provided that

in the event the holder (either alone or with any Family Member of such holder) no longer owns sufficient shares, partnership interests

or membership interests, as applicable, or no longer has sufficient legally enforceable rights to ensure the holder (either alone or

with any Family Member of such holder) retains Voting Control and control over the disposition of the shares of Class B Common Stock

held by such corporation, partnership or limited liability company, as applicable, each share of Class B Common Stock then held by such

corporation, partnership or limited liability company, as applicable, shall automatically convert into one (1) fully paid and nonassessable

share of Class A Common Stock.

(C)

an ASP Permitted Holder; and

(D)

any Person approved by ASP.

“Person” shall mean any individual, corporation, limited liability company, limited or general partnership,

joint venture, association, joint-stock company, trust, unincorporated organization or other entity, whether domestic or foreign.

“ASP Permitted Holder” shall mean ASP Isotopes Inc. (“ASP”) and its Affiliates.

“Transfer” (including the term “Transferred”) of a share of Class B Common Stock

shall mean, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such

share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation

of law (including by merger, consolidation or otherwise), including, without limitation, the transfer of, or entering into a binding

agreement with respect to, Voting Control over such share, by proxy or otherwise. Notwithstanding the foregoing, the following shall

not be considered a “Transfer” within the meaning of this Article IV:

(i)

the granting by a stockholder of a proxy to (y) officers or directors of the Corporation at the request of the Board, or (z) a representative

of such stockholder, in connection with actions to be taken at an annual or special meeting of stockholders or in connection with any

action by written consent of the stockholders;

(ii)

the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona

fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares;

provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a “Transfer”

unless such foreclosure or similar action qualifies as a “Permitted Transfer” at such time; or

(iii)

any change in the trustees or the Person(s) acting as a fiduciary with respect to an ASP Permitted Holder having or exercising Voting

Control over shares of Class B Common Stock of an ASP Permitted Holder; provided that following such change such ASP Permitted Holder

continues to be an ASP Permitted Holder.

“Voting Control” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive

or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

Section

4.3 Preferred Stock.

(a)

Shares of Preferred Stock may be issued in one or more series from time to time, with each such series to consist of such number of shares

and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating,

optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or

resolutions providing for the issuance of such series adopted by the Board and included in a certificate of designations (a “Preferred

Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority, to the full

extent now or hereafter provided by law, to adopt any such resolution or resolutions. The authority of the Board with respect to each

series of Preferred Stock shall include, but not be limited to, determination of the following:

the number of shares constituting that series and the distinctive designation of that series;

the dividend rate or rates on the shares of that series, the terms and conditions upon which and the periods in respect of which dividends

shall be payable, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if

any, of payment of dividends on shares of that series;

whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting

rights;

whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for

adjustment of the conversion rate in such events as the Board shall determine;

whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the

date or dates upon or after which they shall be redeemable, and the amount per share payable in the event of redemption, which amount

may vary under different conditions and at different redemption dates;

whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount

of such sinking fund;

the rights of the shares of that series in the event of voluntary or involuntary liquidation, distribution of assets, dissolution or

winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

any other relative rights, powers, and preferences, and the qualifications, limitations and restrictions thereof, of that series.

(b)

Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate (including

any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding

series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one

or more other such series, to vote thereon pursuant to this Certificate (including any certificate of designation relating to any series

of Preferred Stock) or pursuant to the DGCL.

(c)

Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as

shall expressly be granted thereto by this Certificate (including any certificate of designation relating to such series of Preferred

Stock).

ARTICLE

AMENDMENT

OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

Section

5.1 Notwithstanding anything contained in this Certificate to the contrary, once no shares of Class B Common Stock remain outstanding,

the following provisions in this Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent

therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding

shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII,

Article VIII, Article IX, Article X and Article XI. For the purposes of this Certificate, beneficial ownership of shares shall be determined

in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

(except, for the avoidance of doubt, holders of Class B Common Stock will not be deemed to be beneficial owners of Class A Common Stock).

Section

5.2 The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the amended and restated bylaws

of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders.

For so long as shares of Class B Common Stock remain outstanding, the affirmative vote of the holders of a majority in voting power of

all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required

in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws

or to adopt any provision inconsistent therewith. Notwithstanding anything to the contrary contained in this Certificate or any provision

of law which might otherwise permit a lesser vote of the stockholders, once no shares of Class B Common Stock remain outstanding, in

addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate

of designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least

66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a

single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part,

any provision of the Bylaws or to adopt any provision inconsistent therewith.

ARTICLE

BOARD

OF DIRECTORS

Section

6.1 Number, Election and Term.

(a)

The number of directors shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the

total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any

such resolution is presented to the Board for adoption).

(b)

Subject to Section 6.4, the directors shall be divided with respect to the time for which they hold office into three classes,

as nearly equal in number as possible and designated Class I (the “Class I Directors”), Class II (the “Class

II Directors”) and Class III (the “Class III Directors”). The initial division of the Board into

classes shall be made by the Board. The term of the initial Class I Directors shall expire at the first annual meeting of stockholders

of the Corporation following the filing of this Certificate; the term of the initial Class II Directors shall expire at the second annual

meeting of stockholders following the filing of this Certificate; and the term of the initial Class III Directors shall expire at the

third annual meeting of stockholders following the filing of this Certificate. At each annual meeting of stockholders beginning with

the first annual meeting of stockholders following the filing of this Certificate, successors to the class of directors whose term expires

at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third

year following the year of their election. Subject to Section 6.4, if the number of directors is changed, any increase or decrease

shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible,

but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(c)

Subject to Section 6.4, a director shall hold office until the annual meeting for the year in which his or her term expires and

until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement,

disqualification or removal.

(d)

Unless and except to the extent that the By-Laws shall so require, the election of directors need not be by written ballot.

Section

6.2 Newly Created Directorships and Vacancies.

Subject

to Section 6.4, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board

resulting from death, resignation, retirement, disqualification, removal or other cause may be filled by a majority vote of the directors

then in office, even if less than a quorum, or by a sole remaining director or by the stockholders; provided, however, that once no shares

of Class B Common Stock remain outstanding, any newly created directorships resulting from an increase in the number of directors and

any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely

by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders).

Any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was

added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s

earlier death, resignation, retirement, disqualification or removal.

Section

6.3 Removal.

Subject

to Section 6.4, any or all of the directors may be removed from office at any time either with or without cause by the affirmative

vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single

class; provided, however, that once no shares of Class B Common Stock remain outstanding, any such director or all such directors may

be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding

shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

Section

6.4 Preferred Stock - Directors.

Notwithstanding

any other provision of this Article VI, and except as otherwise required by law, whenever the holders of one or more series of Preferred

Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of

vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of Preferred

Stock as set forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of

the classes created pursuant to this Article VI unless expressly provided by such terms.

ARTICLE

VII

CONSENT

OF STOCKHOLDERS IN LIEU OF MEETING; SPECIAL MEETINGS OF STOCKHOLDERS

Section

7.1 Consent of Stockholders in Lieu of Meeting.

For

as long as shares of Class B Common Stock remain outstanding, any action required or permitted to be taken at any annual or special meeting

of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents

in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number

of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place

of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are

recorded. Delivery made to the Corporation’s registered office shall be made by hand, overnight courier or by certified or registered

mail, return receipt requested. Once no shares of Class B Common Stock remain outstanding, any action required or permitted to be taken

by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected

by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred

Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without

prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series

of Preferred Stock.

Section

7.2 Special Meetings of Stockholders.

Except

as otherwise required by law or the terms of any one or more series of Preferred Stock, special meetings of stockholders of the Corporation

may be called only by the Chairman of the Board, Chief Executive Officer, or the Board; provided, however, that special meetings of the

stockholders of the Corporation for any purpose or purposes shall also be called at the request of the holders of 25% of the Class B

Common Stock. The ability of holders of Class A Common Stock to call a special meeting is hereby specifically denied.

ARTICLE

VIII

LIMITATION

OF DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section

8.1 Limitation of Director and Officer Liability.

the fullest extent that the DGCL or any other law of the State of Delaware as the same exists or is hereafter amended permits the limitation

or elimination of the liability of directors or officers, no person who is or was a director or officer of the Corporation shall be personally

liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any

repeal or amendment of this Section 8.1 by the stockholders of the Corporation or by changes in law, or the adoption of any other

provision of this Certificate inconsistent with this Section 8.1 will, unless otherwise required by law, be prospective only (except

to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers)

and shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal

or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment

or adoption of such inconsistent provision.

Section

8.2 Indemnification and Advancement of Expenses.

(a)

To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and

hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened,

pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”)

by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,

joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”),

whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other

capacity while serving as a director, officer, employee or agent, against all expenses, liability and loss (including, without limitation,

attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered

by such indemnitee in connection with such proceeding. The right to indemnification conferred by this Section 8.2 shall include

the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance

of its final disposition; provided, however, that, if the DGCL requires, an advancement of expenses shall be made only upon delivery

to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined

by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for the

expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section

8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee

or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of

this Section 8.2, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall

indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if

such proceeding (or part thereof) was authorized by the Board.

(b)

The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive

of any other rights that any indemnitee may have or hereafter acquire under law, this Certificate, the By-Laws, an agreement, vote of

stockholders or disinterested directors, or otherwise.

(c)

Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any

other provision of this Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective

only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive

basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time

of such repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal

or amendment or adoption of such inconsistent provision.

(d)

This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law,

to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE

COMPETITION

AND CORPORATE OPPORTUNITIES

Section

9.1 In recognition and anticipation that (i) certain directors, principals, members, officers, associated funds, employees and/or other

representatives of ASP and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) ASP

and its Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those

in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those

in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation

(“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the

same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or

other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions

of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes

or categories of business opportunities as they may involve any of ASP, the Non-Employee Directors or their respective Affiliates and

the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section

9.2 None of (i) ASP or any of its Affiliates or (ii) any Non-Employee Director or his or her Affiliates (the Persons (as defined below)

identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually,

as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly

or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates

now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent

permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation

for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest

extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate

in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates,

except as provided in Section 9.4. Subject to said Section 9.4, in the event that any Identified Person acquires knowledge

of a potential transaction or other matter or business opportunity which may be a corporate opportunity for itself, herself or himself

and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no fiduciary

duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the

Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders

or to any Affiliate of the Corporation for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director

or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity

for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity

to the Corporation or any of its Affiliates.

Section

9.3 The Corporation and its Affiliates do not have any rights in and to the business ventures of any Identified Person, or the income

or profits derived therefrom, and the Corporation agrees that each of the Identified Persons may do business with any potential or actual

customer or supplier of the Corporation or may employ or otherwise engage any officer or employee of the Corporation.

Section

9.4 The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity

is expressly offered to such person in writing solely in his or her capacity as a director of the Corporation, and the provisions of

Section 9.2 shall not apply to any such corporate opportunity.

Section

9.5 In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be

a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is financially, legally

or contractually prevented from undertaking, (ii) from its nature, is not in the line of the Corporation’s business or is of no

practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Section

9.6 For purposes of this Article IX, (i) “Affiliate” shall mean (a) in respect of ASP, any Person that, directly

or indirectly, is controlled by ASP, controls ASP or is under common control with ASP and shall include any principal, member, director,

partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that

is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled

by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of

the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “Person”

shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association

or any other entity.

Section

9.7 To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock

of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX. Neither the alteration,

amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Certificate (including any certificate

of designation relating to any series of Preferred Stock) inconsistent with this Article IX, shall eliminate or reduce the effect of

this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or

claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

ARTICLE

DGCL

AND BUSINESS COMBINATIONS

Section

10.1 The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

Section

10.2 Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in

time at which the Corporation’s Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested

stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder,

unless:

(a)

prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming

an interested stockholder;

(b)

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder

owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding

for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those

shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have

the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c)

at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders,

and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not

owned by the interested stockholder.

Section

10.3 For purposes of this Article X, references to:

(a)

“affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, another person.

(b)

“associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership,

unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the

owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial

interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person,

or any relative of such spouse, who has the same residence as such person.

(c)

“business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation,

means:

any merger or consolidation of the Corporation (other than a merger effected under Section 253 or Section 267 of the DGCL) or any direct

or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership,

unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of

such merger or consolidation Section 10.2 is not applicable to the surviving entity;

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately

as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets

of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value

equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or

the aggregate market value of all the outstanding stock of the Corporation;

any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of

the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise,

exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary

which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section

251(g) or Section 253 or Section 267 of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange

or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which

security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested

stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders

of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of

this Section 10.3(c)(3) shall there be an increase in the interested stockholder’s proportionate share of the stock of any

class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional

share adjustments);

any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect,

directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the

stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a

result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock

not caused, directly or indirectly, by the interested stockholder; or

any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation),

of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in Sections 10.3(c)(1)-(4)

above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d)

“control,” including the terms “controlling,” “controlled by”

and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A

person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or

other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary.

Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for

the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not

individually or as a group have control of such entity.

(e)

“interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned

subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an

affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any

time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an

interested stockholder, and the affiliates and associates of such person; provided, however, that “interested stockholder”

shall not include or be deemed to include, in any case, (a) ASP, any ASP Direct Transferee, any ASP Indirect Transferee or any of their

respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under

Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result

of any action taken solely by the Corporation, provided further that such person shall be an interested stockholder if thereafter such

person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly

or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the

Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner”

below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement

or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(f)

“owner,” including the terms “own” and “owned,” when used

with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

beneficially owns such stock, directly or indirectly; or

has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to

any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;

provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such

person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b)

the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed

the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote

such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more

persons; or

has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable

proxy or consent as described in item (b) of Section 10.3(f)(2) above), or disposing of such stock with any other person that

beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(g)

“person” means any individual, corporation, partnership, unincorporated association or other entity.

(h)

“stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity

interest.

(i)

“ASP Direct Transferee” means any person that acquires (other than in a registered public offering or through

a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from ASP or any of its affiliates

or successors or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the

Exchange Act beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

(j)

“ASP Indirect Transferee” means any person that acquires (other than in a registered public offering or through

a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from any ASP Direct Transferee

or any other ASP Indirect Transferee beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

(k)

“voting stock” means stock of any class or series entitled to vote generally in the election of directors.

ARTICLE

FORUM

FOR ADJUDICATION OF DISPUTES

Section

11.1 Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative

action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any

director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting

a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine

shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction,

the federal district court for the District of Delaware), provided in each such case that such court has personal jurisdiction over the

indispensable parties named as defendants. If any action the subject matter of which is within the scope of this Section 11.1

is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name

of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts

located within the State of Delaware in connection with any action brought in any such court to enforce this Section 11.1 (an

“FSC Enforcement Action”) and (b) having service of process made upon such stockholder in any such FSC Enforcement

Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section

11.2 Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the

federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action

arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security

of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 11.2.

EX-10.1 — FORM OF VOTING AGREEMENT

EX-10.1

Filename: ea029523901ex10-1.htm · Sequence: 4

Exhibit 10.1

FORM OF PUBCO VOTING AGREEMENT

This Voting Agreement (this

“Agreement”) is made and entered into as of [ ], 2026, by and among Noble Africa LLC, a Delaware limited liability

company and a direct, subsidiary of Parent (as defined below) (the “Company”), ENDRA Life Sciences Inc., a Delaware

corporation (“PubCo”), and the undersigned holder (the “Stockholder”) of Shares (as defined below)

of PubCo. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger

Agreement (as defined below).

RECITALS

WHEREAS, concurrently with

the execution and delivery hereof, ASP Isotopes Inc., a Delaware corporation (the “Parent”), the Company, Renergen

Limited, a company incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of the Parent (“OpCo”)

which shall be contributed into the Company prior to the Merger, PubCo, and Kruger Merger Sub LLC, a Delaware limited liability company

and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) have entered into an Agreement and Plan of Merger, dated

of even date herewith (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as the

surviving corporation and a wholly owned subsidiary of PubCo (the “Merger”) upon the terms and subject to the conditions

set forth in the Merger Agreement.

WHEREAS, as of the date hereof,

the Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) and has sole or shared voting power with respect

to such number of Shares, and holds PubCo options or PubCo warrants to acquire the number of Shares, as indicated in Appendix A.

WHEREAS, as an inducement

and a condition to the willingness of the Company and PubCo to enter into the Merger Agreement, each Stockholder has agreed to enter into

and perform this Agreement.

NOW, THEREFORE, in consideration

of, and as a condition to, Company and PubCo entering into the Merger Agreement, each Stockholder, PubCo and the Company agree as follows:

1. Certain

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.

For all purposes of this Agreement, the following terms shall have the following respective meanings:

(a) “Shares”

means (i) all shares of PubCo capital stock owned, beneficially or of record, by the Stockholder as of the date hereof, (ii) all

additional shares of PubCo capital stock acquired by the Stockholder, beneficially or of record, during the period commencing with

the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below) and (iii) any shares of capital

stock or other equity securities of PubCo that such Stockholder acquires or with respect to which such Stockholder otherwise

acquires sole or shared voting power (including any proxy) after the execution and delivery of this Agreement and expiring on

the Expiration Date, whether by exercise of any PubCo options or PubCo warrants or otherwise, including, without limitation, by

gift, succession, in the event of a stock split or as a dividend or distribution of any Shares.

Page 1

2. [Reserved].

3. Agreement

to Vote Shares. The Stockholder covenants to the Company and PubCo as follows:

(a) Until

the Expiration Date, at any meeting of the stockholders of PubCo, however called, and at every adjournment or postponement thereof,

and on every action or approval by written consent of the stockholders of PubCo, the Stockholder shall (i) appear at such meeting as

present (in person or by proxy) for purposes of calculating a quorum and (ii) vote, or exercise its right to consent with respect

to, all Shares held by the Stockholder as of the record date for such meeting (A) in favor of the PubCo Stockholder Matters, and (B)

against any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with,

delay, postpone or materially and adversely affect the PubCo Stockholder Matters (the “Contemplated

Transactions”). Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing;

provided, however, that nothing herein shall prohibit or otherwise restrict Stockholder from transferring, selling, exchanging,

pledging or otherwise disposing of any Shares.

(b) If

the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary to

cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance

with this Section 3.

the event of a stock split, stock dividend or distribution, or any change in the capital stock of PubCo by reason of any split-up, reverse

stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4. Action

in Stockholder Capacity Only. The Stockholder is entering into this Agreement solely in the Stockholder’s capacity as a

record holder and/or beneficial owner, as applicable, of its Shares and, to the extent applicable, not in the Stockholder’s

capacity as a director or officer of PubCo. Nothing herein shall limit or affect the Stockholder’s ability to act as an

officer or director of PubCo, as applicable.

Page 2

5. Irrevocable

Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted

with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section

3 at any applicable meeting of the stockholders of PubCo or pursuant to any applicable written consent of the stockholders of

PubCo, the Stockholder shall be deemed to have irrevocably granted to, and appointed, PubCo, and any individual designated in

writing by it, and each of them individually, as his, her or its proxy and attorney-in-fact (with full power of substitution), for

and in its name, place and stead, to vote his, her or its Shares in any action by written consent of PubCo stockholders or at any

meeting of PubCo’s stockholders called with respect to any of the matters specified in, and in accordance and

consistent with, Section 3 of this Agreement. PubCo agrees not to exercise the proxy granted herein for any purpose other

than the purposes described in this Agreement and the Stockholder affirms that the proxy set forth in this Section 5 is given

in connection with, and granted in consideration of, and as an inducement to the Company, PubCo and Merger Sub to enter into the

Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 3. Except as

otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under

no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. The irrevocable proxy and

power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder

shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Notwithstanding

any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination

of this Agreement.

6. Documentation

and Information. The Stockholder shall permit and hereby authorizes PubCo and the Company to publish and disclose in all documents

and schedules filed with the SEC, and any press release or other disclosure document that PubCo or the Company reasonably determines to

be necessary in connection with the Merger and any of the Contemplated Transactions, a copy of this Agreement, the Stockholder’s

identity and ownership of the Shares and the nature of the Stockholder’s commitments and obligations under this Agreement. Each

of PubCo and the Company is an intended third-party beneficiary of this Section 6.

7. Representations

and Warranties of the Stockholder. The Stockholder hereby represents and warrants to PubCo and the Company as follows:

(a) (i)

The Stockholder is the beneficial or record owner of the shares of PubCo capital stock, PubCo options, and or PubCo warrants indicated

in Appendix A (each of which shall be deemed to be “held” by the Stockholder for purposes of Section 3 unless

otherwise expressly stated with respect to any shares in Appendix A), free and clear of any and all Encumbrances (except for any

Encumbrance that may be imposed pursuant to this Agreement, and Encumbrances arising under applicable securities or community property

laws); and (ii) the Stockholder does not beneficially own any securities of PubCo other than the shares of PubCo Common Stock and rights

to purchase shares of PubCo Common Stock set forth in Appendix A.

(b) With

respect to any Stockholder that is an entity, the Stockholder is duly organized, validly existing, and in good standing under the laws

of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement.

as otherwise provided in this Agreement, the Stockholder has full power, legal capacity and authority to (i) make, enter into and

carry out the terms of this Agreement and (ii) vote all of its Shares in the manner set forth in this Agreement without the consent

or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity). Without limiting

the generality of the foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any

person with respect to any of the Stockholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of

attorney with respect to any of the Stockholder’s Shares, deposited any of the Stockholder’s Shares in a voting trust or

entered into any arrangement or agreement with any person limiting or affecting the Stockholder’s legal power,

authority or right to vote the Stockholder’s Shares on any matter contemplated by this Agreement.

Page 3

(d) This

Agreement has been duly and validly executed and delivered by the Stockholder and (assuming the due authorization, execution and delivery

by the other parties hereto) constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance

with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution

and delivery of this Agreement by the Stockholder and the performance by the Stockholder of the agreements and obligations hereunder will

not result in any breach or violation of or be in conflict with or constitute a default under any term of any Contract or if applicable

any provision of an organizational document (including a certificate of incorporation) to or by which the Stockholder is a party or bound,

or any applicable law to which the Stockholder (or any of the Stockholder’s assets) is subject or bound, except for any such breach,

violation, conflict or default which, individually or in the aggregate, would not reasonably be expected to materially impair or adversely

affect the Stockholder’s ability to perform its obligations under this Agreement.

(e) The

execution, delivery and performance of this Agreement by the Stockholder do not and will not require any consent, approval, authorization

or permit of, action by, filing with or notification to, any Governmental Entity, except for any such consent, approval, authorization,

permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not

materially impair the Stockholder’s ability to perform its obligations under this Agreement.

(f) The

Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of the Stockholder’s own choosing.

The Stockholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the other Contemplated

Transactions. The Stockholder understands that it must rely solely on its advisors and not on any statements or representations made by

PubCo, the Company or any of their respective agents or representatives with respect to the tax consequences of the Merger and the other

Contemplated Transactions. The Stockholder understands that such Stockholder (and not PubCo, the Company, or the Surviving Corporation)

shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the other Contemplated Transactions.

The Stockholder understands and acknowledges that the Company, PubCo and Merger Sub are entering into the Merger Agreement in reliance

upon the Stockholder’s execution, delivery and performance of this Agreement.

(g) With

respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge

of the Stockholder, threatened against, the Stockholder or any of the Stockholder’s properties or assets (including the Shares)

that would reasonably be expected to prevent or materially delay or impair the ability of the Stockholder to perform its obligations hereunder

or to consummate the transactions contemplated hereby.

Page 4

8. Termination.

This Agreement shall terminate and shall cease to be of any further force or effect as of the earliest of (a) such date and time as

the Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the Effective Time, (c) such time the Stockholder ceases

being a beneficial owner of the Shares or (d) the time this Agreement is terminated upon mutual written agreement of the parties to

terminate this Agreement (clauses (a)-(d), the “Expiration Date”); provided, however, that (i) Section

9 shall survive the termination of this Agreement, and (ii) the termination of this Agreement shall not relieve any party hereto

from any liability for any material and willful breach of this Agreement prior to the Effective Time.

9. Miscellaneous

Provisions.

(a) Amendments.

No amendment of this Agreement shall be effective against any party unless it shall be in writing and signed by each of the parties hereto.

(b) Entire

Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement constitutes the entire agreement between

the parties to this Agreement and supersedes all other prior agreements, arrangements and understandings, both written and oral, among

the parties with respect to the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be

deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts

or otherwise) by all parties by facsimile or electronic transmission in PDF format shall be sufficient to bind the parties to the terms

and conditions of this Agreement.

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless

of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the

parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to

the exclusive jurisdiction and venue of the state court of the State of Delaware or, to the extent such court does not have subject matter

jurisdiction, the federal courts sitting in Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard

and determined exclusively in accordance with clause (i) of this Section 9(c), (iii) waives any objection to laying venue in any

such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction

over any party, (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given

in accordance with Section 9(h) of this Agreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

(d) Assignment.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties and their respective

successors and permitted assigns; provided, however, that neither this Agreement nor any of a party’s rights or obligations

hereunder may be assigned or delegated (except by Merger) by such party without the prior written consent of the other party, and any

attempted assignment or delegation of this Agreement or any of such rights or obligations by such party without the other party’s

prior written consent shall be void and of no effect.

(e) No

Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person any right, benefit

or remedy of any nature whatsoever under or by reason of this Agreement.

Page 5

(f) Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the

validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the

offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent

jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court

making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace

such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of

the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such

court does not exercise the power granted to it in the prior sentence, the Parties agree to replace such invalid or unenforceable

term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business

and other purposes of such invalid or unenforceable term or provision.

(g) Specific

Performance. Except as otherwise provided 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. 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 any of the provisions of this Agreement were not performed

in accordance with their specific terms (including failing to take such actions as are required of it hereunder to consummate this Agreement)

or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches

of this Agreement and to enforce specifically the terms and provisions hereof the state court of the State of Delaware or, to the extent

such court does not have subject matter jurisdiction, the United States Southern District Court for the District of Delaware, this being

in addition to any other remedy to which they are entitled at law or in equity, and each of the parties waives any bond, surety or other

security that might be required of any other party with respect thereto. Each of the parties further agrees that it will not oppose the

granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at

law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

(h) Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) one (1) Business Day after being

sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (ii) upon delivery in the

case of delivery by hand or (iii) on the date delivered in the place of delivery if sent by email or facsimile (with a written or electronic

confirmation of delivery) prior to 6:00 p.m. (Delaware City time), otherwise on the next succeeding Business Day, (A) if to the Company

or PubCo, to the address, electronic mail address or facsimile provided in Section 11.7 of the Merger Agreement, including to the persons

designated therein to receive copies; and/or (B) if to the Stockholder, to the Stockholder’s address, electronic mail address or

facsimile shown below Stockholder’s signature to this Agreement.

Page 6

(i) Confidentiality.

Except to the extent required by applicable Law or regulation, and subject to Section 4, as applicable, the Stockholder shall

hold any non-public information regarding the Company, this Agreement, the Merger Agreement and the Merger in strict confidence and

shall not divulge any such information to any third person until the Company and PubCo have publicly disclosed their entry into the

Merger Agreement and this Agreement; provided, however, that the Stockholder may disclose such information to its Affiliates,

attorneys, accountants, consultants, and other advisors (provided that such Persons are subject to confidentiality obligations at

least as restrictive as those contained herein). Neither the Stockholder nor any of its Affiliates (other than PubCo, whose actions

shall be governed by the Merger Agreement), and subject to Section 4, as applicable, shall issue or cause the publication of

any press release or other public announcement with respect to PubCo, this Agreement, the Merger, the Merger Agreement or the other

transactions contemplated hereby or thereby without the prior written consent of the Company and PubCo, except as may be required by

applicable Law in which circumstance such announcing party shall make reasonable efforts to consult with the Company and PubCo to

the extent practicable.

(j) Interpretation.

The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall

refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience

of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Appendixes are to Sections

and Appendixes of this Agreement unless otherwise specified. Any capitalized terms used in any Appendix but not otherwise defined therein

shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any

plural term the singular, the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine

and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,”

whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing,”

“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)

in a visible form. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from

time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of

that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended,

modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency

of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made,

in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified,

from and including or through and including, respectively. All references to “days” shall be to calendar days unless otherwise

indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending

of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time

at which a thing, occurrence or event shall begin or end shall be deemed to occur in the Eastern time zone of the United States. The Parties

agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied

in the construction or interpretation of this Agreement.

[Remainder of Page Left Intentionally

Blank]

Page 7

IN WITNESS WHEREOF,

the undersigned have caused this Agreement to be duly executed as of the date first above written.

COMPANY:

NOBLE AFRICA LLC

By:

Title:

[Signature Page to PubCo Voting Agreement]

PubCo:

endra life sciences inc.

By:

Title:

[Signature Page to PubCo Voting Agreement]

[STOCKHOLDER],

in his/her capacity as the Stockholder:

Signature:

[Signature Page to PubCo Voting Agreement]

Appendix A

Name of

Stockholder

Address of

Stockholder

Email Address

of Stockholder

Shares of

PubCo capital

stock

Underlying

PubCo options

Underlying

PubCo

warrants

EX-99.1 — RENERGEN INVESTOR PRESENTATION

EX-99.1

Filename: ea029523901ex99-1.htm · Sequence: 5

Exhibit 99.1

Investor Presentation June 2026 CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Disclaimers 1 This presentation (including any accompanying oral presentation, this “Presentation”) is being furnished solely to recipients that are “qualified institutional buyers” (as defined in Rule 144 A of the Securities Act of 1933 , as amended (the “Securities Act”)), “accredited investors” (as defined in Rule 506 of Regulation D) or non - U . S . persons (as defined in Regulation S under the Securities Act) by Noble Africa LLC (the “Company” or “Noble Africa”), solely for informational purposes of considering the opportunity to participate in the proposed private placement of equity securities by the Company (the “Potential Offering”) in connection with a merger between ENDRA Life Sciences Inc . (“ENDRA”), the Company, Renergen Limited and ASP Isotopes, Inc . (“ASPI”) (collectively, the “Companies,” and the proposed merger transaction, the “Proposed Merger” and together with the Potential Offering, the “Proposed Transactions”) . By accepting this Presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient will distribute, disclose and use such information only for such purpose and that the recipient shall not distribute, disclose or use such information for any other purpose other than the evaluation of the Proposed Transactions . THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION, OR THE SOLICITATION OF ANY PROXY, VOTE, CONSENT OR APPROVAL IN ANY JURISDICTION IN CONNECTION WITH THE PROPOSED TRANSACTIONS, NOR SHALL THERE BE ANY OFFER OR SALE OF ANY SECURITIES IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION . ANY SECURITIES OF THE COMPANY TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS . ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES COMMISSION, OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY OR DETERMINED THAT THIS PRESENTATION IS TRUTHFUL AND COMPLETE . SUCH SECURITIES WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D OR REGULATION S UNDER THE SECURITIES ACT) . Any investment in the Company is speculative and involves a high degree of risk and uncertainty . This Presentation contains, and the accompanying oral presentation may contain “forward - looking statements” within the meaning of the safe harbor provisions of the U . S . Private Securities Litigation Reform Act of 1995 . Forward - looking statements are neither historical facts nor assurances of future performance . Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions . Forward - looking statements can be identified by words such as “believes,” “plans,” “anticipates,” “expects,” “estimates,” “projects,” “will,” “may,” “might,” and words of a similar nature . Examples of forward - looking statements include, among others but are not limited to : he failure to realize the anticipated benefits of the Proposed Merger and any transactions contemplated thereby ; costs related to the Proposed Merger and as a result of becoming a public company ; the risk that the post - closing combined company experiences difficulties managing its growth and expanding operations following the consummation of the Proposed Merger ; the anticipated production quantities and timing for the commencement of commercial supply of helium and LNG upon completion of Phase 1 and 2 of the Renergen helium project ; the anticipated progress and timing for completion of Phase 1 and 2 of the Renergen helium project ; the ability to fund completion of the development of the Renergen helium project ; statements we make regarding expected operating results, such as future revenues and prospects from the potential commercialization of helium and LNG, future performance under contracts, and our strategies for product development or extraction of resources, engaging with potential customers, market position, and financial results . Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control . Our actual results, financial condition, and events may differ materially from those indicated in the forward - looking statements based upon a number of factors . Forward - looking statements are not a guarantee of future performance or developments . You are strongly cautioned that reliance on any forward - looking statements involves known and unknown risks and uncertainties . Therefore, you should not rely on any of these forward - looking statements . There are many important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward - looking statements, including, but not limited to : the outcomes of various strategies and projects undertaken by the Company ; the potential impact of laws or government regulations or policies in South Africa ; our future capital requirements and sources and uses of cash ; our ability to obtain funding for our operations and future growth ; our reliance on the efforts of third parties ; the financial terms of any current and future commercial arrangements ; our ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts ; the competitive nature of our industry ; the fact that the dual class structure of ENDRA following the Proposed Merger (as defined below) common stock will have the effect of concentrating voting power with ASPI and its affiliates, which may depress the market value of the Class A common stock and will limit a stockholder or a new investor’s ability to influence the outcome of important transactions, including a change in control, the market price, trading volume and marketability of ENDRA’s Class A common stock following the Proposed Merger may be significantly affected by numerous factors beyond ENDRA’s control ; because ENDRA will be a “controlled company” within the meaning of Nasdaq following the Proposed Merger, ENDRA’s stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies ; the outcome of any proceedings that may be instituted against ENDRA or the Company following the announcement of the Proposed Transactions ; the inability to recognize the anticipated benefits of the Proposed Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitability and costs related to the Proposed Transaction ; and such other factors as are set forth in the “Risk Factor Summary” in this Presentation, and the other risks and uncertainties described in ENDRA’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in ENDRA's Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , ENDRA's subsequent quarterly reports on Form 10 - Q and in ENDRA's other filings made with the SEC from time to time, which are available via the SEC’s website at www . sec . gov, and those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in ASPI Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , ASPI's subsequent quarterly reports on Form 10 - Q and in ASPI's other filings made with the SEC from time to time, which are available via the SEC’s website at www . sec . gov . All forward - looking statements are qualified by reference to the cautionary statements set forth herein and should not be relied upon . Recipients are cautioned not to put undue reliance on forward - looking statements, and none of the Placement Agents (as defined below), the Companies or any of their respective representatives undertake any duty to update these forward - looking statements or the other information contained in this Presentation . None of the Companies nor any of their respective representatives gives any assurance that the Companies will achieve their respective expectations .

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Disclaimers (cont.) None of the Companies make any representation or warranty, express or implied, as to the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you . Nothing contained herein or in any other oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by the Companies . Without limitation of the foregoing, the Companies expressly disclaim any representation regarding any projections concerning future operating results or any other forward - looking statement contained herein or that otherwise has been or will be provided to you . The Companies shall not be liable to you or any prospective investor or any other person for any information contained herein or that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with the Proposed Transactions . You will be entitled to rely solely on the representations and warranties made to you by the Companies in a definitive written agreement relating to the Potential Offering, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement . No other representations and warranties will have any legal effect . The Company has retained Lucid Capital Markets, LLC, and Ocean Wall Ltd . as placement agents (together with each of their respective affiliates, partners, directors, agents, employees, representatives and controlling persons, the “Placement Agents”) . The Placement Agents are acting solely as placement agents (and, for the avoidance of doubt, not as underwriters, initial purchasers, dealers or any other principal capacity) for the Company in connection with the Potential Offering . The analyses contained herein have been prepared or adopted by the Company, obtained from public sources or are based upon estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized . The Placement Agents have not independently verified any of the information or analyses contained herein or any other information that has been or will be provided to you, and do not take responsibility for the analyses contained herein, or the basis on which they were prepared . The Placement Agents do not make any representation or warranty, express or implied, as to the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you . Nothing contained herein or in any other oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by the Placement Agents, whether as to the past, the present or the future . Without limitation of the foregoing, the Placement Agents expressly disclaim any representation regarding any projections concerning future operating results or any other forward - looking statement contained herein or that otherwise has been or will be provided to you . The Placement Agents shall not be liable to you or any prospective investor or any other person for any information contained herein that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with the Proposed Transactions . The proposed terms of the Potential Offering reflected in this Presentation are indicative and non - binding . Any and all terms remain subject to further discussion, negotiation, and change . The Company and the Placement Agents are each free to conduct the process for any transaction as they in each of their sole discretion determine (including, without limitation, negotiating with any prospective investors and entering into an agreement with respect to any transaction without prior notice to you or any other person), and any procedures relating to such transaction may be changed at any time without notice to you or any other person . No sales will be made, no commitments to invest in the Company will be accepted, and no money is being solicited or will be accepted at this time . Any indication of interest from prospective purchasers in response to this document involves no obligation or commitment of any kind . This Presentation should not be distributed to any person other than the addressee to whom it was initially distributed . The information in this Presentation has not been reviewed by the SEC and certain information may not comply in certain respects with SEC rules . ENDRA intends to file a registration statement on Form S - 4 (the “Registration Statement”) that includes a proxy statement with respect to ENDRA's shareholder meeting to vote on the Proposed Transactions and a prospectus with respect to ENDRA’s securities to be issued in connection with the Proposed Transactions . After the Registration Statement is declared effective, ENDRA will mail a definitive proxy statement/prospectus relating to the Proposed Transactions to its shareholders as of a record date to be established for voting on the Proposed Transactions . ENDRA may also file other documents with the SEC regarding the Proposed Transactions . Shareholders and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain important information about ENDRA, the Company, Renergen and the Proposed Merger . Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC's website located at www . sec . gov, or by directing a request to Lucid Capital Markets, LLC, 570 Lexington Avenue, 40 th Floor, New York, NY 10022 . ENDRA and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from ENDRA's shareholders in respect of the Proposed Merger and the other matters set forth in the Registration Statement . Information regarding ENDRA's directors and executive officers is available in ENDRA's Annual Report on Form 10 - K for the year ended December 31 , 2025 , and is available free of charge at the SEC's website located at www . sec . gov, or by directing a request to ENDRA at the address above . Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, are contained in the proxy statement/prospectus relating to the Proposed Merger . This presentation includes market and industry data and forecasts that we obtained from internal research, publicly available information and industry publications and surveys . Such information could be wrong because of the method by which sources obtained their data and because information cannot always be verified with certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data - gathering process and other limitations and uncertainties . 2

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Risk Factors 3 Renergen’s business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating Renergen’s business . Please refer to the factors disclosed in Part I, Item 1 A . “Risk Factors” of ASP Isotopes Inc . ’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , and any amendments thereto and in the company’s subsequent reports and filings with the U . S . Securities and Exchange Commission . These risks include, but are not limited to, the following : Risks Related to Renergen’s Limited Operating History, Financial Position and Need for Additional Capital – Renergen has incurred significant net losses since inception, and we expect to continue to incur significant net losses for the foreseeable future . – Renergen also has a limited operating history, which may make it difficult to evaluate Renergen’s prospects and likelihood of success . – Renergen currently has limited sales attributable to LNG and no sales attributable to liquefied helium . – Renergen will require substantial additional capital to finance its operations, which may not be available on acceptable terms, or at all . Risks Related to Operations in South Africa – Our operations in South Africa could be disrupted for a variety of reasons, including economic, political or social instability, which could prevent us from completing our development activities or have a material adverse effect on our operations and profits . Risks Related to the Expansion of the Virginia Gas Project – As we further expand Renergen’s current operations into Phase 2 , we may face additional problems associated with natural gas exploration and development projects, including potential problems securing additional supporting authorizations, licenses and permits, as well as unforeseen difficulties, delays and costs in construction (including potential cost - overruns, if underlying assumptions prove to be inaccurate) and operation of Phase 2 . – Managing a project as substantial in size as Phase 2 of the Virginia Gas Project requires sufficient technical, commercial and project management capacity . There can be no assurance that Renergen’s current management team has sufficient capacity, or that the project will operate as expected, incur costs within expected estimates, or that we will be able to obtain the necessary financing for Phase 2 in a timely manner and/or on acceptable terms, if at all . Risks Related to Renergen’s Business – Renergen’s drilling results in South Africa may be more uncertain than drilling results in areas that are developed and have established production . Additionally, Renergen’s identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling . – Natural gas prices are volatile . A sustained decline in natural gas prices could adversely affect our business, financial condition and results of operations . Further, we may be unable to obtain, maintain or renew permits, leases or licenses necessary for Renergen’s operations, the failure of which could impair our ability to conduct Renergen’s operations . Risks Related to Renergen’s Indebtedness and Liquidity – The DFC Credit Facility Agreement and IDC Loan Agreement place operating restrictions on Renergen and create default risks . Further, we may not be able to generate sufficient cash to service all of Renergen’s indebtedness and may be forced to take other actions to satisfy Renergen’s obligations under applicable debt instruments, which may not be successful . – Renergen’s outstanding indebtedness under the IDC Loan Agreement bears interest at a variable rate, which makes us more vulnerable to increases in interest rates and could cause Renergen’s interest expense to increase and decrease cash available for operations and other purposes . Risks Related to the Proposed Merger and the Ownership of the Company's Units – The Proposed Merger may not be consummated in a timely matter or at all . – ENDRA may fail to realize the anticipated benefits of the Proposed Merger and any transactions contemplated thereby . – ENDRA may experience difficulties managing its growth and expanding operations following the consummation of the Proposed Merger . – The dual class structure of ENDRA's common stock following the proposed Merger will have the effect of concentrating voting power with ASPI and its affiliates, which may depress the market value of the Class A common stock following the Proposed Merger, into which the Company's units will convert following the proposed Merger, and will limit a stockholder or a new investor's ability to influence the outcome of important transactions, including a change in control . – The market price, trading volume and marketability of ENDRA's Class A common stock following the proposed Merger may be significantly affected by numerous factors beyond ENDRA's control . – ENDRA may need to raise additional capital to grow our business and may not be able to do so on favorable terms, if at all . Future issuances of equity or debt securities may adversely affect the value of ENDRA's common stock . – Future sales of Class A common stock following the proposed Merger may affect the market price of ENDRA's Class A common stock . – Because ENDRA is expected to be a “controlled company” within the meaning of the Nasdaq listing rules following the Proposed Merger, ENDRA's stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies .

Helium Market Overview The Virginia Gas Project Is Truly Unique Project Overview – Phase 1 and Phase 2 LNG Market Overview Milestones Transaction Overview Table of Contents CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 4

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Transaction Overview 5 Issuer Noble Africa LLC, a Delaware limited liability company (the "Company"), an intermediate holding company formed by ASP Isotopes Inc. (Nasdaq: ASPI) ("ASPI") as a holding vehicle for Renergen Limited ("OpCo") Transaction Overview Immediately following the closing of the Potential Offering, ENDRA Life Sciences Inc. (Nasdaq: NDRA) ("ENDRA") will acquire 100% of the outstanding equity interests of the Company, currently intended to be effected by means of a reverse triangular merger of a wholly owned subsidiary of ENDRA with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of ENDRA Investment Amount An aggregate of approximately $50,000,000 consisting of Company Units Purchase Price Range $6.57 per Company Unit (or per share equivalent) Securities Offered Class A common units ("Company Class A Units") and Class B common units of the Company (the "Company Class B Units" and, collectively with the Company Class A Units, the "Company Units"), which will be converted into shares of ENDRA Class A common stock, par value $0.0001 per share (the "PubCo Class A Common Stock") and ENDRA Class B common stock, par value $0.0001 per share (the "PubCo Class B Common Stock" and, collectively with the PubCo Class A Common Stock, the "PubCo Common Stock"), respectively, at the effective time of the Proposed Merger; the PubCo Class B Common Stock will vote on a 10:1 basis with the PubCo Class A Common Stock Purchasers Company Class A Units: Third-party qualified institutional buyers (as defined in Rule 144A of the Securities Act), accredited investors (as defined in Rule 506 of Regulation D under the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act) Company Class B Units: ASPI, as lead investor Funding/Closing Funding of the purchase of the Proposed Offering shall occur 3 business days prior to the anticipated closing of the Proposed Merger, and the closing of the Proposed Offering shall occur immediately prior to the effective time of the Proposed Merger Registration The Company Units will be purchased in a private offering under Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D under the Securities Act, or Regulation S; it is expected that the Offering will be structured such that the investment into the Company will occur prior to the Merger and the issuance of shares of ENDRA Common Stock to all holders of Company Units in the Merger will be registered on a registration statement on Form S-4 Use of Proceeds General working capital, including funding of Phase 1 and Phase 2 of Renergen and transaction expenses for the Proposed Merger Placement Agents Lucid Capital Markets (U.S. investors) and Ocean Wall (non-U.S. investors)

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Pro Forma Capitalization — Sources & Uses 6 in millions Pro Forma Capitalization Shares % ASPI shares from contribution of Renergen 55.5 83.6% Shares from contemplated PIPE financing 7.6 11.5% Acquiror (NDRA) original shareholders 2.1 3.2% ASPI shares from May 2026 PIPE financing 0.6 0.9% Advisory fee shares 0.6 0.8% Total 66.4 100.0% USD in millions, except per share data Pro Forma Enterprise Value Build-Up Shares outstanding 66.4 Price per share $6.57 Market capitalization $436.0 (+) Debt 55.2 (–) Cash 51.4 Enterprise value $439.8 Transaction Sources Renergen equity roll $364.6 PIPE financing 50.0 Pre-PIPE financing 3.8 Total sources $418.4 Transaction Uses Renergen equity roll $364.6 New cash to balance sheet 51.4 Estimated cash fees and expenses 2.4 Total uses $418.4 Assumes $50 million of gross PIPE proceeds at a purchase price of $6.57 per Company Unit / share equivalent. ASPI shares from contribution of Renergen reflect the implied Renergen equity value divided by the $6.57 purchase price. Advisor fee shares consist of 450,000 shares and 100,000 pre-funded warrants to be approved and issued in connection with the closing of the Business Combination and payable to Lucid Capital Markets, LLC. Cash reflects estimated gross transaction proceeds, net of estimated transaction fees and expenses. Enterprise value is calculated as market capitalization at an assumed price of $6.57 per share less estimated pro forma cash and plus existing Renergen funded debt. Transaction sources and uses are illustrative and subject to change based on final transaction structure, actual transaction expenses, closing adjustments and definitive documentation. Excludes warrants other than pre-funded warrants. Assumes investors have waived rights to payment upon a Fundamental Transaction based upon the Black-Scholes value of the warrants.

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Goal & Focus Establish key biomarkers for metabolic diseases detection & management Primary focus on emerging GLP - 1 therapies Solution AI/ML powered, multi - featured Thermo - Acoustic device for liver fat measurement Advanced from a simple heuristic approach Target Customers Pharma/CRO – screen subjects for clinical trials High - End Primary Care – SLD detection & management Bariatric, Metabolic & Endo – obesity & T2D*, metabolism Business Model Subscription - based with MRR** Value proposition rooted in clinical data Use reference sites to scale ENDRA offers an AI - powered solution for measuring liver fat, focusing on GLP - 1 therapies with a subscription business model targeting high - end primary care, metabolic specialists, and pharmaceutical companies About ENDRA Life Sciences 7 *T2D: Type 2 Diabetes; ** MRR: Monthly Recurring Revenue

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Paul Mann CEO, Renergen CEO and Executive Chairman, ASP Isotopes Inc. – Co - founded ASP Isotopes in September 2021 – 25+ years of experience on Wall Street investing in healthcare and chemicals companies at Soros Fund Management, Highbridge Capital and Morgan Stanley – M.A. and M.Eng (Chemical Engineering) from Cambridge University – Research Scientist at Procter and Gamble – CFA charter holder Leadership Overview 8 – Almost two decades of upstream oil and gas experience, commercialising critical gas and helium assets – Co - developer of South Africa’s only onshore petroleum production right – Helped take the Virginia Gas Project to a globally significant reserve – Chairs ONPASA – Trustee of the Upstream Training Trust Nick Mitchell COO, Renergen Co - COO, ASP Isotopes Inc

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION ASP Isotopes Inc. (NASDAQ: ASPI) A U.S. - listed advanced materials company dedicated to the development of a differentiated isotope enrichment platform to strengthen global supply chain access to critical materials used in nuclear medicine, next - generation semiconductors, and nuclear energy Renergen Renergen’s principal asset is Tetra4 Proprietary Limited, which holds the Virginia production right and Evander exploration rights Noble Africa LLC Subsidiary of ASPI formed for the purpose of holding Renergen Ltd. ASPI plans to contribute 100% of its shares in Renergen Ltd to Noble Africa LLC immediately prior to the Proposed Merger, such that Renergen Ltd will become a direct, wholly owned subsidiary of Noble Africa LLC ASP Isotopes Inc . Delaware Renergen Limited South Africa Mahlako Gas Energy (Pty) Ltd Tetra4 (Pty) Ltd South Africa Virginia Gas Project Evander Noble Africa LLC Delaware (1) Mahlako Energy Fund and Third Way Investment Partners (via Mahlako Gas Energy) hold 5.5% of Tetra4, acquired for ZAR 550 million in F eb ruary 2024. Mahlako’s interest includes certain anti - dilution protections. (2) In connection with the acquisition of Renergen Ltd, certain commitments were made to the South Africa Competition Commiss ion designed to address public interest concerns and promote historically disadvantaged persons (“HDP”) and worker ownership, inc lu ding a commitment to implement, within 12 months of the closing of the acquisition of Renergen , a trust for the benefit of qualifying workers employed by Renergen Ltd and certain HDP communities and people located withi n t he production rights area of the Virginia Gas Project (the “Trust”). Upon the effective implementation date of the Trust, the Trust is expected to hold 5% of the issued sh are s in Tetra4 (with Renergen Ltd expected to hold 89.5% of the issued shares in Tetra4), subject to change in accordance with a ny capital raising activities of Renergen Ltd and/or Tetra4 following the closing of the acquisition of Renergen . Current Renergen Corporate Structure ASP Isotopes Inc. (NASDAQ & JSE) acquired Renergen Limited on January 6, 2026 9 Production Right: 12/4/07PR 12/3/2/32ER 12/3/2/94ER Exploration Rights: Exploration Right: 12/3/2/31ER 5.5% (1) 100% 94.5% (2) 100%

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION WORLD - CLASS RESERVES ~3% average helium concentration across the field based on exploration to date vs. global mega - projects as low as 0.04% First - Mover Position Only onshore petroleum production right in South Africa Producing & Scaling Phase 1 drilling ~4 months ahead of schedule: Targets ~70 MCF/day helium and ~2,500 GJ/day LNG Phase 2 targets ~900 MCF/day helium and ~34,400 GJ/day LNG U.S. - Anchored Funding Principal lender is the U.S. Development Finance Corporation (DFC) Tetra4 has entered into a $40M secured credit facility with DFC, and DFC has conditionally approved to fund Phase 2 with up to $500M of senior secured debt Standard Bank of South Africa has also conditionally approved up to an additional $250M of senior secured debt funding for Phase 2 Scarcity Value One of few commercial - scale helium sources outside legacy regions Corporate Highlights Providing exposure to a rare strategic asset, combining high helium concentrations with high - purity methane, creating a distinct ive helium and LNG platform in South Africa 10 Government - Backed Mandate Designated a Strategic Integrated Project by the South African government Helium is classified as a critical mineral in the U.S.

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Well Positioned to Deliver Both Helium and LNG Into This Window Global Supply Disrupted Geopolitical conflict in the Middle East has taken major helium production offline and disrupted export routes, tightening global supply Helium Prices are at Multi - Year Highs Long - term contracts now average $500/mcf — up at a 15% CAGR since 2018 — driven by structural scarcity, not a cyclical peak High Helium Demand, Limited New Supply Chip manufacturing, space exploration and medical industries are all accelerating helium consumption, with no substitute on the horizon Few new helium projects are within 12 months of first product South Africa is Hungry for Hydrocarbons South Africa’s gas demand could reach ~870 PJ / 25 bcm by 2032 LNG combines energy security, lower emissions and long - life infrastructure value generating early cash flow while pipelines are developed and built Why Now? Helium and LNG markets are tightening at exactly the moment Renergen ramps production 11

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Helium Market Overview

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION MRI / NMR Lifting Laboratory / Science Semicondu ctors Welding / Cutting Fiber Optics Leak Detection Rocketry Diving Other Current (~6.0 Bcf/year) 1.20 0.90 0.90 0.90 0.50 0.50 0.30 0.30 0.20 0.20 2030 Projected (~8.5 Bcf/year) 1.40 1.20 1.10 1.60 0.70 0.70 0.70 0.70 0.30 0.40 1.20 0.90 0.90 0.90 0.50 0.50 0.30 0.30 0.20 0.20 1.40 1.20 1.10 1.60 0.70 0.70 0.70 0.70 0.30 0.40 HELIUM USAGE BY VOLUME Properties of Helium Chemically inert – Doesn’t readily react with other elements – Ideal where chemical reactions could be problematic Non - toxic – Colourless, odourless and tasteless Low density – Second lightest element in the universe (after hydrogen) – Buoyancy without the combustion risk of hydrogen Low boiling point – Boiling point of - 268.9 o C – Does not solidify at atmospheric pressure Superfluidity – Zero viscosity in liquid form; flows without loss of kinetic energy – The only substance with this property Critical mineral – EU listed Helium as a critical raw material (2023) – U.S. Govt treats Helium as a priority mineral through large investment in supply chain, including Renergen 5 - 6% Global helium demand is expected to grow at a rate of approximately 5 - 6% per annum, driven by semiconductors and rocketry Helium consumption is a function of supply, not demand – if there were more helium, more could be consumed Rare 0.1% Minimum He concentration in natural gas for economic extraction Helium: A Vital and Irreplaceable Element in Many Modern Industries A rare commodity with structurally tight supply 13 Source: Akap Energy Helium Market 2026; Global helium demand is expected to grow at a rate of approximately 5 - 6% per annum, driven by signif icant expansion in semiconductor and rocketry end markets.

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION A ~$3Bn Market the Modern Economy Cannot Run Without 14 Critical Industries — From MRI to Quantum — Depend on Helium With No Viable Substitute MARKET SIZE 6.5 bcf/y Global demand growing 5 - 6% p.a.; demand increasingly linked to AI chips, healthcare and advanced manufacturing MARKET VALUE US$3bn Upstream; end - user market 3 - 4 × larger SUPPLY CONCENTRATION ~75% From US & Qatar; 2026 Qatar outage cuts ~30% short - term while the anticipated long - term impact from Middle East conflict and Russian export restrictions is expected to constrain market by 11% 0 100 200 300 400 500 600 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Helium supply by region (mmcf/y) versus global average import price (US$/mcf) US BLM (net) US (ex-BLM) Russia Qatar Algeria Canada China Other Average import price Source: AKAP Energy

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 15 2024 - 25 Helium Supply (bcf) 2024 - 25 Helium Demand (bcf) The 2024 - 25 Helium Market Was Well Balanced Source: Gasworld

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 2006 - 2007 2011 - 2013 2018 - 2020 2022 - 2023 2026+? Production disruptions at several key facilities, including the U.S. Federal Helium Reserve, combined with strong demand grow th Unplanned outages at major plants in Qatar and the U.S. Maintenance shutdown in Qatar and decline in U.S. federal helium production Maintenance shutdowns in Qatar and the U.S., a series of fires at Russian processing plants, and reduced supply from Algeria in response to the Russian - Ukrainian conflict Iran attacks and causes permanent damage to Qatar’s Gas Processing Facilities; Russia introduces export controls Years Cause of helium supply crisis We Have Likely Entered the Fifth Recent Helium Supply Crisis 16

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Virginia Gas Project is Truly Unique

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Highest grade Highest concentration of commercially scalable Helium resources found to date globally Vast reserves Vast reserves – multi generational asset Location Geographic location facilitates rapid transportation to markets Low carbon Significantly lower carbon footprint compared to other major global reserves forecast to come online this decade Local demand Structurally undersupplied South African energy market facilitates the placing of associated hydrocarbons Renergen’s Virgina Gas Project Is Truly Unique 18

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Free State 311Moz @ 4g/t Figure: RMS amplitude anomalies (white arrows) at depth slices indicating hydrocarbon accumulations. Fractures and faults (red arrows) connected to gas accumulations 1 Timing of the asteroid impact and conditions after impact resulted in bacteria adapting to the specific surroundings 2 Methane is generated because of the decomposition of the organic content deposited from the lacustrine paleo environments 3 Helium gas is produced as a by - product of radioactive decay from abundant thorium and uranium found in the Dominion basement 4 Helium co - mingles with methane through fractures and faults where it occurs in both the WITS and the Karoo 19 How Did the Gas Get There? Source: Company data A 2.02 - Billion - Year - Old Impact Event Created the Interconnected Fault and Fracture System That Supports Reservoir Connectivity

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Multiple Gas - Bearing Source Rocks with Exceptional Helium Potential 20 Source: Company data

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Resource’s Geology & Fault - Lines Have Been Extensively Mapped Total Production License = 187,000 Ha 21 – The Virginia Gas Field Project is situated in the Witwatersrand Supergroup of meta - sediments of Precambrian age that host the Welkom Goldfields – The reservoirs (fractured Wits and charged Karoo Sandstones) are of a fractured nature (fractured Wits) and charged conventional body (Karoo sandstones) – Tetra4 has confirmed through drilling that methane and helium are trapped in both faults and adjacent to volcanic dykes and sills within the Ventersdorp and Witwatersrand Groups and migrated into the Karoo where it is trapped by doleritic sills – The primary factor is the total extent of faults, fractures and mapped dykes/sills that are priority drilling targets Virginia Status Virginia Production Right (Excluding Exploration Rights) Extent Gas - bearing structures 565.65 Total Faults Extent (km) 666.88 Total Dykes Extent (km) 502.08 Total Sills Area (km) Source: Company data

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 45.3 154.5 315.8 215.1 407.0 600.1 0 200 400 600 800 1P 2P 3P BCF Mar-19 Nov-21 1.1 2.6 7.2 7.2 13.6 20.0 0 10 20 30 1P 2P 3P BCF Mar-19 Nov-21 Approximately the size of U.S. Federal Helium system Methane (Bcf) Helium (Bcf) Proven Reserves, contingent resources and Prospective resources 3P 2P 1P 3P 2P 1P Net Reserves 600.1 407.0 215.1 20.0 13.6 7.2 2021 Proven Reserves C3 C2 C1 C3 C2 C1 Contingent Resources 368.6 241.0 127.6 12.3 8.0 4.3 2021 Contingent Resources 3U 2U 1U 3U 2U 1U Prospective Resources (1) 491 321 170 16.4 10.7 5.7 2021 Prospective Resources Helium Methane 22 Summary of the Virginia Project’s Methane & Helium Net Gas Reserves (1) Calculated at 3% NB: The Charged Karoo Sandstone Reservoir is not currently included in any of our prior reporting Source: Company data

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Cape of Good Hope Port of Porto Port of Houston US Strategic Helium Reserve (BLM) Port of Antwerp Qatar Port of Shanghai Singapore Liquid helium retained Transit time Route 80% liquid / 20% gas ~20 days Cape of Good Hope → Houston 80% liquid / 20% gas ~16 days Cape of Good Hope → Antwerp 90% liquid / 10% gas ~16 days Cape of Good Hope → Porto (Brazil) 55% liquid / 45% gas ~44 days Qatar → Shanghai (via Singapore) 60% liquid / 40% gas ~40 days Qatar → Port of Houston 23 Location Matters Every day of travel, we assume a conservative 1% of liquid helium turns into a gas via boiloff – Cape of Good Hope’s location is one of the most accessible globally Source for figure: Company data

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Project Overview — Phase 1 and Phase 2

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION One Asset, Two Products, Four Markets Producing liquid natural gas (“LNG”) and liquid helium across Phase 1 and Phase 2 25 Well Heads Phase 1 Production: ~70 MCF/day helium & ~2,500 GJ/day LNG Phase 2 Production: ~900 MCF/day helium & ~34,400 GJ/day LNG LNG / Helium Processing Plant Gas to Power Industrial Transport Industry Helium End Users

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Phase 2 Phase 1 Large - scale expansion post - Phase 1; likely in three sub - phases to mitigate risk Stages 1A/1B (completed) through 1C; anticipated production ramp to nameplate in Q3 2026 Staging ~34,000 GJ/day LNG; ~900 MCF/day liquid helium ~2,500 GJ/day LNG; ~70 MCF/day liquid helium Processing Vertically integrated domestic model: road delivery, storage, regas , depot dispensing Bespoke regas systems for Ardagh Glass & Ceramic Industries; depot LNG dispensing Downstream Domestic industrial, logistics & potential gas - to - power; scales with commissioning Domestic industrial & logistics customers LNG Offtake Expected to be substantially pre - contracted long - term take - or - pay with suppliers & end users Expected to be pre - contracted long - term take - or - pay with industrial gas suppliers & end users Helium Offtake Long - lived asset, ~20 - year horizon Long - lived asset, ~20 - year horizon Expected Asset Life 26 Phase 1 vs Phase 2

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Phase 1 Proves It… Phase 2 Scales It 13x the production capacity but only 1.5x the footprint 27

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION LNG & Helium — Phase 1 HELIUM CAPACITY ~70 mcf/day CAPACITY ~2,500 GJ/day (LNG) FUNDING Debt: US DFC: US$ 40m + IDC ZAR 162m STATUS Anticipated to reach nameplate capacity in Q3, 2026 LNG & Helium — Phase 2 HELIUM CAPACITY ~900 mcf/day CAPACITY ~34,000 GJ/day (LNG) FUNDING Debt: US DFC: US$ 500m + Standard Bank: US$ 250m STATUS Target first production: FY2030 (44 - month build from Financial Close) Phase 1 Reach nameplate capacity Phase 1 helium nameplate capacity targeted for Q3, 2026 Phase 2 — Build & Funding Debt package Phase 2 debt facilities: DFC (US$500M) and Standard Bank (US$250M) 44 - months Build Award EPC and construction contracts and commence the Phase 2 build - out 2030 - 2031 First Phase 2 production Phase 2 nameplate capacity of ~900 MCF/day and 34,000 GJ/day LNG Virginia Gas Project — Progression & Milestones Current status, Phase 1 economics, and the path to Phase 2 28

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION LNG Market Overview

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Transport (Rail) Transport (Long - haul) Industrial Thermal Energy - Intensive Electrical Power Users Natural Gas Users and Sectors 30

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION – Near - term cash flow: SSLNG monetises stranded local gas early; revenue before pipelines are built – Large addressable market: South Africa’s gas demand could reach ~870 PJ / 25 bcm by 2032 – De - risked demand: LNG/SSLNG is the fastest bridge to the 2028 gas cliff, protecting ~70,000 jobs – Margin upside: SSLNG displaces higher - cost diesel and fuel oil in mines, industry and transport – Durable returns: combines energy security, lower emissions and long - life infrastructure value The investment case for LNG Natural G as C onsumption by End Use Sector 2025 (2) 38.9% 25.7% 14.5% 10.8% 3.9% 6.1% 0.2% 0% 15% 30% 45% Electric Power Industrial Residential Commerical Pipeline and Distrubtion Lease and Plant Fuel Vehicle Fuel ~870 PJ market by 2032 (25 bcm) ~70,000 jobs protected by gas supply 2028 gas cliff — LNG is the bridge 31 LNG Uses — “Cleaner Burning Fuel” LNG projected demand to rise around 60% by 2040, led by Asia, and notes continued tightness in the mid - 2020s as new supply is gr adually absorbed (1) (1) According to Shell LNG Outlook 2025 (2) Source: U.S. EIA Share of Total US Natural Gas Consumption by End Use Sector 2025 Note: 870 PJ is exactly 870,000,000 GJ

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Opportunity Future Demand Gas demand grows as South Africa replaces coal and closes the 2028 gas cliff gap Bridge Solutions SSLNG, virtual pipelines and indigenous gas are the faster route to supply Pricing Control Indigenous gas offers more pricing control and lower FX exposure Shorter Chain Local gas and SSLNG win where they cut shipping, regas and inland logistics Challenges to Navigate No LNG Import Infrastructure South Africa still lacks operational terminals Timing Declining pipeline gas and delayed terminals risk leaving demand uncovered Structural Challenges Policy delays, permitting, port bottlenecks and uncertain anchor demand Contract/Spot Imported LNG carries USD FX risk and volatile HH/TTF/JKM pricing Pricing Exposure Delivered prices track global LNG benchmarks plus logistics 32 South Africa's Gas Market: A 2028 Inflection Point Sasol's Mozambique pipeline supply ends in 2028 — Opening a structural gap for indigenous gas and SSLNG

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Target Milestones

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION – Expect to obtain Phase 1 nameplate capacity (Q3, 2026) – Expect to deliver first helium exports to international customers – Commence pre - development of Phase 2 – Initiate targeted exploration programme to enhance Proven Reserves 2026 2027 2028 2029 - 31 Target Milestones 34 Note: Operational milestones represent current expectations of management based on information available as of the date hereo f – Commence Phase 2 downstream dispensing roll - out and customer site installations – Start commissioning of the Phase 2 LNG and liquid helium process plant – Break ground on the Phase 2 LNG and liquid helium process plant and associated utilities – Complete Phase 2 pre - development activities – Achieve anticipated financial close for Phase 2

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Virginia Gas Project is more than an energy play — it is a strategic supplier of two scarce and increasingly important products: helium for critical global industries and LNG for an energy - constrained South African market Investment is critical now: A first - mover advantage and an increasingly funded route to scale, at a time when both domestic gas security and global helium supply matter more than ever Rare Resource Base: Owns a rare, high - grade helium and LNG resource base in South Africa Non - Substitutable Demand: Supplies critical industries where helium is non - substitutable Energy Security: Supports domestic energy security through cleaner LNG supply De - Risked Scale - Up: Phase 2 funding materially de - risks the scale - up pathway Long - Duration Growth: offers long - duration growth from a strategic, hard - to - replicate asset Virginia Gas Project: A Strategic Helium & LNG Platform 35

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Appendix

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Virginia Gas Plant Virginia Gas Plant Cooling towers Reverse osmosis plant Process plant Processing area LNG road tanker Aerial site view Operations Gallery 37

CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Cooling towers Utilities Compressor station Compressor station Virginia Gas Plant LNG Trailer VLNG filling Virginia Gas Plant Site & Progress 38

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