Form 8-K

8-K — Athena Technology Acquisition Corp. II

Accession: 0001213900-26-047101

Filed: 2026-04-23

Period: 2026-04-18

CIK: 0001882198

SIC: 4955 (HAZARDOUS WASTE MANAGEMENT)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287487-8k425_athena2.htm (Primary)

EX-2.1 — SECOND AMENDMENT TO BUSINESS COMBINATION (ea028748701ex2-1.htm)

EX-10.1 — FORM OF PURCHASE AGREEMENT (ea028748701ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea028748701ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 23, 2026. (ea028748701ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287487-8k425_athena2.htm · Sequence: 1

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0001882198

2026-04-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): April 18, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Delaware

001-41144

87-2447308

(State or other jurisdiction of

incorporation

or organization)

(Commission File Number)

(IRS Employer

Identification No.)

442 5th Avenue

New York, NY 10018

(Address of registrant’s principal executive offices, including zip code)

(970) 925-1572

(Registrant’s telephone number, including

area code)

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:

None

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.

BCA

Amendment

April 18, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), and Ace Green Recycling,

Inc., a Delaware corporation (“Ace Green”), entered into a Second Amendment to Business Combination Agreement (the

“BCA Amendment”), pursuant to which the Business Combination Agreement, dated as of December 4, 2024 (as amended by the

First Amendment thereto dated as of March 19, 2026, the “Existing BCA” and as amended by the BCA Amendment, the

“BCA”), was amended to include a form of certificate of incorporation of New Ace Green (as defined in the BCA)

reflecting an increase in the number of authorized shares of preferred stock that New Ace Green will be authorized to issue from

1,000,000 to 5,000,000 to allow for the issuance of its 12.0% Series A Cumulative Convertible Preferred Stock in

connection with the PIPE Investment (as defined herein), as well as the issuance of additional shares for potential future

fundings.

The

foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the BCA Amendment, which is filed as

Exhibit 2.1 hereto.

PIPE

Investment

April 21, 2026, Athena and Ace Green entered into securities purchase agreements (the “Purchase Agreements”) with

certain third-party investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed

to purchase (i) a total of 3,333,333 shares of New Ace Green’s 12.0% Series A Cumulative Convertible Preferred Stock, par

value of $0.0001 per share (the “Series A Preferred Stock”), which will be convertible into shares of common stock of

New Ace Green at an initial conversion price of $12.00 per share, subject to certain adjustments and limitations, and (ii) warrants

to purchase 5,000,000 shares of common stock of New Ace Green at an initial exercise price of $12.00 per share (the “PIPE

Warrants”) for an aggregate purchase price of $32,000,000 (the “PIPE Investment”) .

The PIPE Investors will also each receive a pro rata portion of 1,000,000 shares of common stock of New Ace Green

issued as additional consideration for participating in the PIPE Investment.

The

Purchase Agreements provide that the closing of the PIPE Investment is expected to occur concurrently with the consummation of the business

combination contemplated by the BCA (the “Business Combination”), subject to the satisfaction of customary closing conditions,

including that the shares of New Ace Green common stock have received approval for listing on the NYSE American, the Nasdaq Capital Market,

the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange. The proceeds are intended to support the Business

Combination.

The

Purchase Agreements contain customary representations, warranties and agreements by Athena, Ace Green and the PIPE Investors, as well

as customary indemnification provisions.

The

foregoing summary of the Purchase Agreements is qualified in its entirety by reference to the full text of the Form of Purchase Agreement,

which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

shares of Series A Preferred Stock and the PIPE Warrants to be issued by New Ace Green and sold to the PIPE Investors pursuant to the

Purchase Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will

be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a

transaction by an issuer not involving a public offering.

The

disclosure set forth above in relation to the Purchase Agreements in Item 1.01 of this Current Report on Form 8-K is incorporated by

reference into this Item 3.02.

Item

8.01. Other Events.

Registration

Rights Agreement

connection with the PIPE Investment, on April 21, 2026, Athena entered into a registration rights agreement (the “Registration

Rights Agreement”) with the PIPE Investors pursuant to which Athena agreed to file with the Securities and Exchange Commission

(the “SEC”) one or more registration statements to register for resale certain shares of New Ace Green common stock (and,

if applicable, the shares of New Ace Green common stock issuable upon exercise of the PIPE Warrants or conversion of the shares of Series

A Preferred Stock) held by the PIPE Investors, subject to customary exceptions.

The

foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and

is incorporated herein by reference.

Press

Release

April 23, 2026, Athena and Ace Green issued a press release relating to the PIPE Investment. A copy of such press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K.

CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This

report contains statements regarding Athena, Ace Green, Athena’s proposed business combination with Ace Green (the “Business

Combination”) and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of

1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements can be

identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,”

“expect,” “project,” “could,” “should,” “strategy,” “will,” “intend,”

“may” and other similar expressions or the negative of such words or expressions. Statements in this report concerning (i)

Athena’s or Ace Green’s expected future financial position, business strategy, production capacity, competitive positions,

growth opportunities, plans and objectives of management and (ii) the expected benefits of the Business Combination, together with other

statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment

based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential

investors must recognize that actual results may differ materially from expectations as a result of a variety of factors, including,

without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and

include known and unknown risks, uncertainties and other factors, many of which Athena and Ace Green are unable to predict or control,

that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied

by such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially

from those anticipated in these statements as a result of a number of factors, including, but not limited to:

● Ace

Green has a limited operating history at scale and is developing a flagship and new facility

in the United States; scaling up its operations and expansion in the U.S. may carry uncertainties

and pose liquidity risks to Ace Green;

● Ace

Green may not be able to secure adequate capital to execute its business plan;

● If

Ace Green is unable to overcome the workforce and engineering challenges arising from scaling

up production from its existing capacities, it may not succeed in executing its growth and

expansion plans;

● Successful

or timely implementation of Ace Green’s planned U.S. facility may be delayed due to

licensing or regulatory issues;

● A

large portion of Ace Green’s profit is derived from a relatively small number of major

customers, and its business, financial condition, and results of operations could be materially

and adversely affected if its key customers fail to meet their contractual obligations;

● Prices

for recovered materials are subject to global market fluctuations and price instability may

negatively impact Ace Green’s financial performance;

● Ace

Green relies on third-party vendors for key machineries and failure to acquire and maintain

them may adversely disrupt its operations;

● A

decline in green energy adoption may inhibit future recycling opportunities and may result

in decreased demand for Ace Green’s products;

● Ace

Green’s proprietary know-how may be rivaled by competitors, which may erode the technological

edge it has established;

● Unfavorable

economic or geopolitical conditions could constrain Ace Green’s expansion, inhibit

its further growth and otherwise have a material adverse effect on its business, results

of operations, prospects and financial condition;

● Athena

and Ace Green may not obtain the requisite stockholder approvals for the Business Combination;

● Nasdaq

may not list the common stock of the surviving company following the Business Combination,

which could limit investors’ ability to effect transactions following the Business

Combination;

● An

event, change or other circumstance could result in the termination of the Business Combination;

● A

condition to the closing of the Business Combination may not be satisfied;

● There

may be delays in completing the Business Combination;

● Any

announcement or news coverage relating to the Business Combination could have adverse effects

on the market price of Athena common stock or Ace Green common stock;

● The

risk of litigation related to the merger; and

● Other

risks and uncertainties identified in the “Risk Factors,” “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” and “Business”

sections of Athena’s most recent Annual Report on Form 10-K, and other risks as identified

from time to time in its SEC reports.

All

of the forward-looking statements Athena and Ace Green make in or in connection with this report are qualified by the information contained

or incorporated by reference in a registration statement filed by Athena and Ace Green on Form S-4, that includes a proxy statement and

a prospectus, to register the shares of Athena stock that will be issued to Ace Green’s stockholders (the “Registration Statement”).

For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information”

beginning on pages 18 and 208, respectively, of the Registration Statement.

Forward-looking

statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by

applicable law, neither Athena nor Ace Green undertakes any obligation to publicly update or revise any forward-looking statement, whether

as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements

that speak only as of the date hereof.

OFFER OR SOLICITATION

This

report is not intended to be, and shall not constitute, an offer to buy, subscribe for or sell or the solicitation of an offer to buy,

subscribe for or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the

Securities Act of 1933, as amended.

IMPORTANT

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT

This

report is being made in respect of the Business Combination between Athena and Ace Green. In connection with the Business Combination,

Athena and Ace Green filed with the SEC the Registration Statement, as well as other relevant documents regarding the Business Combination.

INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT REGARDING THE TRANSACTION THAT HAS BEEN FILED AND ANY OTHER

RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

free copy of the Registration Statement, as well as other filings containing information about Athena, may be obtained at the SEC’s

website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Athena by calling (970) 925-1572.

PARTICIPANTS

IN THE SOLICITATION

Athena,

Ace Green and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies

from its respective stockholders in respect of the Business Combination contemplated by the Registration Statement. Information regarding

the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Athena in connection with the

Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth

in the Registration Statement filed with the SEC. Information regarding Athena’s directors and executive officers is contained

in its Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the SEC. Other information regarding the

participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is

or will be contained in the Registration Statement and other relevant materials filed or to be filed with the SEC regarding the Business

Combination when such materials become available. Investors and security holders should read the Registration Statement carefully before

making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein using the sources indicated

above.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibits

2.1

Second Amendment to Business Combination

10.1+#

Form of Purchase Agreement

10.2

Form of Registration Rights Agreement

99.1

Press Release, dated April 23, 2026.

104

Cover Page Interactive

Data File (embedded within Inline XBRL document).

Pursuant to Item 601(b)(10) of Regulation S-K, portions of

this exhibit have been omitted (indicated by “[***]”) as Athena has determined that the omitted information (i) is not material

and (ii) the type of information that Athena customarily and actually treats as private or confidential.

Certain exhibits and schedules to this Exhibit have been omitted

in accordance with Regulation S-K Item 601(a)(5). Athena agrees to furnish supplementally a copy of any omitted exhibit or schedule to

the SEC upon its request; Athena may, however, request confidential treatment of omitted items.

SIGNATURE

Pursuant

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

behalf by the undersigned hereunto duly authorized.

Dated:

April 23, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer and Chairperson of the Board

of Directors

EX-2.1 — SECOND AMENDMENT TO BUSINESS COMBINATION

EX-2.1

Filename: ea028748701ex2-1.htm · Sequence: 2

Exhibit 2.1

SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This Second Amendment to the Business Combination Agreement (this “Amendment”)

is made and entered into as of April 18, 2026, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”),

and Ace Green Recycling, Inc., a Delaware corporation (the “Company”).

WHEREAS, SPAC, the

Company, Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and Project

Atlas Merger Sub Inc., a Delaware corporation (the “Merger Sub”), are party to that certain Business Combination

Agreement, dated as of December 4, 2024 (the “Original BCA”);

WHEREAS,

the BCA was amended by SPAC and the Company pursuant to that certain First Amendment to Business Combination Agreement, dated March 19,

2026 (the “First Amendment” and together with the Original BCA, the “BCA”);

WHEREAS, Section 11.8

of the BCA permits amendments of the BCA by execution of a written instrument signed by each of SPAC and the Company; and

WHEREAS, SPAC and the

Company desire to amend the BCA as set forth herein.

NOW, THEREFORE, in

consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged

and agreed, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the BCA.

2. Amendments

to BCA.

(a) Section

1.12(c) of the BCA is hereby deleted and replaced with the following:

“(c) Adjustments to Per Share Merger Consideration. The

Per Share Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend,

reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Shares or

Company Shares occurring on or after the date of this Agreement and prior to the Merger Effective Time.”

(b) Exhibit

G of the BCA is hereby deleted and replaced as set forth on Exhibit G to this Amendment.

3. Ratification.

Except as modified by this Amendment, the BCA remains unchanged and in full force and effect in its entirety, and is hereby ratified and

confirmed in all respects. Whenever the BCA is referred to in the BCA or in any other agreements, documents and instruments, such reference

shall be deemed to be to the BCA as amended by this Amendment. Notwithstanding the foregoing, references to the date of the BCA, and references

to “the date hereof” and “the date of this Agreement” or words of like import shall continue to refer to December

4, 2024.

4. Counterparts.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall be constitute

one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile transmission or portable document

format shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original agreement

for all purposes. Signatures of the parties transmitted by facsimile or portable document format shall be deemed to be their original

signatures for all purposes.

5. Governing

Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES

OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

[signature page follows]

IN WITNESS WHEREOF, the Parties

have caused this Amendment to be duly executed as of the date first written above.

SPAC:

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer and Chairperson of the Board of Directors

[Signature Page to Second Amendment to Business Combination Agreement]

Company:

ACE GREEN RECYCLING, INC.

By:

/s/ Nishchay Chadha

Name:

Nishchay Chadha

Title:

Chief Executive Officer

[Signature Page to Second Amendment to Business Combination Agreement]

Exhibit G

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ACE GREEN RECYCLING, INC.

(a Delaware corporation)

The current name of the corporation

is Athena Technology Acquisition Corp. II. The corporation was incorporated under the name Athena Technology Acquisition Corp. II by the

filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 20, 2021. This Amended

and Restated Certificate of Incorporation of the corporation, which restates and integrates and also further amends the provisions of

the corporation’s certificate of incorporation, as heretofore amended, was duly adopted in accordance with the provisions of Sections

242 and 245 of the General Corporation Law of the State of Delaware. The certificate of incorporation of the corporation, as heretofore

amended, is hereby amended, integrated and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation

is Ace Green Recycling, Inc. (the “Corporation”).

ARTICLE II

AGENT

The address of the Corporation’s

registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware,

19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

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 IV

STOCK

Section 4.1 Authorized

Stock. The total number of shares which the Corporation shall have authority to issue is 115,000,000, of which 110,000,000 shall be

designated as common stock, par value $0.0001 per share (the “Common Stock”), and 5,000,000 shall be designated as

preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 4.2 Common Stock.

(a) Each holder of Common

Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders

generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as

such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (as the same may be amended

and/or restated from time to time, the “Certificate of Incorporation”), including any certificate of designations relating

to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”), 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 of Incorporation (including

any Preferred Stock Designation).

(b) Reclassification of

Class B Common Stock. Upon the filing and effectiveness of this Certificate with the Secretary of State of the State of Delaware (the

“Effective Time”), each share of Class B common stock, par value $0.0001 per share, of the Corporation, issued and

outstanding or held in treasury immediately prior to the Effective Time (“Old Common Stock”) and without any action

on the part of the holder thereof, shall be reclassified as and converted into one share of Common Stock, with a par value of $0.0001

per share. Any stock certificate or book entry representing shares of Old Common Stock shall thereafter represent a number of whole shares

of Common Stock into which such shares of Old Common Stock shall have been reclassified.

to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to

receive dividends out of any funds of the Corporation legally available therefor when, as and if declared by the Board of Directors.

(d) Liquidation. Upon

the dissolution, liquidation or winding up of the Corporation, subject to the rights of the holders of any outstanding series of Preferred

Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to

its stockholders ratably in proportion to the number of shares held by them.

Section 4.3 Preferred

Stock. Shares of Preferred Stock may be issued from time to time in one or more series. Subject to limitations prescribed by law and

the provisions of this Article IV, the Board of Directors is hereby authorized to provide by resolution and by causing the filing of a

Preferred Stock Designation for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time

the number of shares to be included in each such series, and to fix the designations, powers (including voting powers, whether full, limited

or no voting powers), preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations

or restrictions, if any, of the shares of each such series.

Section 4.4 No Class Vote

on Changes in Authorized Number of Shares of Stock. Subject to the rights of the holders of any outstanding series of Preferred Stock,

the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof

then outstanding) by the affirmative vote of at least a majority of the voting power of the stock entitled to vote irrespective of the

provisions of Section 242(b)(2) of the DGCL.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number.

Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation),

the Board of Directors shall consist of six directors or such other number as may be determined from time to time solely by resolution

adopted by the affirmative vote of a majority of the total number of directors then authorized.

Section 5.2 Vacancies;

Removal.

(a) Subject to the rights

of the holders of any outstanding series of Preferred Stock, unless otherwise required by law, newly created directorships resulting from

any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement,

disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors

then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall

hold office until the next election of directors and until his or her successor shall have been duly elected and qualified. No decrease

in the authorized number of directors shall shorten the term of any incumbent director.

(b) Except for such additional

directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions

of Article IV hereof (including any Preferred Stock Designation), and unless otherwise restricted by law, any director, or the entire

Board of Directors, may be removed, but only for cause, by the affirmative vote of at least a majority of the voting power of the stock

outstanding and entitled to vote thereon.

than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more

other such series, as the case may be) shall be divided into three classes, as nearly equal in number as possible and designated Class

I, Class II and Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the

Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, the term of the initial Class II Directors

shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated

Certificate of Incorporation and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders

of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation. At each succeeding annual meeting

of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness

of this Amended and Restated Certificate of Incorporation, each of the successors elected to replace the class of directors whose term

expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors

in office, subject to their earlier death, resignation or removal. If the number of directors that constitute the Board of Directors is

changed, any increase or decrease (other than with respect to directors elected by the holders of any series of Preferred Stock, voting

separately as a series or together with one or more other such series, as the case may be) shall be apportioned by the Board of Directors

among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease

in the number of directors constituting the Board of Directors shorten the term of any incumbent director. The Board of Directors is hereby

expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes

at the time this Amended and Restated Certificate of Amendment (and therefore such classification) becomes effective in accordance with

the DGCL.

(d) During any period when

the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions

of Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which

such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased

by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred

Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (ii) each Preferred

Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until

such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her

earlier death, disqualification, resignation or removal. In case any vacancy shall occur among the Preferred Stock Directors, a successor

may be elected by the holders of Preferred Stock pursuant to said provisions. Except as otherwise provided for or fixed pursuant to the

provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having

such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all such Preferred

Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation,

disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the

Corporation shall be reduced accordingly.

Section 5.3 Powers.

Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed

by or under the direction of the Board of Directors.

Section 5.4 Election;

Annual Meeting of Stockholders.

(a) Ballot Not Required.

The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

(b) Notice. Advance

notice of nominations for the election of directors, and of business other than nominations, to be proposed by stockholders for consideration

at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other

business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware,

on such date, and at such time as the Board of Directors shall fix.

ARTICLE VI

STOCKHOLDER ACTION

Except as otherwise provided

for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), no action that is required or

permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written

consent of stockholders in lieu of a meeting of stockholders, unless such action has been approved in advance by the Board of Directors.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise required

by law, and except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation),

a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, the Chairman of the

Board or the Chief Executive Officer. Only such business shall be conducted at a special meeting of stockholders as shall have been brought

before the meeting pursuant to the Corporation’s notice of meeting.

ARTICLE VIII

AMENDMENT

Section 8.1 Amendment

of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or

repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware

at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all

powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate

of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

Section 8.2 Amendment

of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors

is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE IX

EXCULPATION

Section 9.1 No Personal

Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation

shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. To

the fullest extent permitted by the DGCL, the officers of the Corporation for which exculpation is permitted shall not be liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer.

Section 9.2 Amendment

or Repeal. Any amendment, alteration or repeal of this Article XI that adversely affects any right of a director or officer shall

be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged

occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE X

FORUM

Section 10.1 Unless the Corporation

consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State

of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware

or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i)

any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim

of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s

stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the bylaws of the Corporation or this

Restated Certificate (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the

Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article X, the federal district

courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of

action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint.

If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court

other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall

be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with

any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service

of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent

for such stockholder.

Section 10.2 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 this Article X. This Article X is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters

to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made

by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing,

the provisions of this Article X shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange

Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Section 10.3 If any provision

or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever,

(a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article

X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal

or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby

and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired

thereby.

[The remainder of this page has been

intentionally left blank]

IN WITNESS WHEREOF, the undersigned

has caused this Amended and Restated Certificate of Incorporation to be executed as of this __ day of ______________, 2026.

ACE GREEN RECYCLING, INC.

By:

Name:

Nishchay Chadha

Title:

Chief Executive Officer

EX-10.1 — FORM OF PURCHASE AGREEMENT

EX-10.1

Filename: ea028748701ex10-1.htm · Sequence: 3

Exhibit 10.1

Certain

portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not

material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***].

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”)

is dated as of April [ ], 2026, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”),

Ace Green Recycling, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages

hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, on December 4, 2024, the Company,

Project Atlas Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”),

and the Target entered into a Business Combination Agreement (as amended on March 19, 2026 and on April 18, 2026 and as may be further

amended and/or amended and restated, the “Business Combination Agreement”), pursuant to which, among other things,

Merger Sub will merge (the “Merger”) with and into the Target, whereupon the separate corporate existence of Merger

Sub will cease and the Target will be the surviving company and continue in existence as a wholly owned subsidiary of the Company, on

the terms and subject to the conditions set forth therein (collectively with the other transactions described in the Business Combination

Agreement, the “Business Combination”);

WHEREAS, in connection with the Business

Combination, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as

defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities

of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the

mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby

acknowledged, the Company, the Target and the Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions. In addition to

the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to

such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section

1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.7.

“Action” means any

action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the applicable party, threatened

against or affecting the applicable party or any of its properties before or by any court, arbitrator, governmental or administrative

agency or regulatory authority (federal, state, county, local or foreign).

“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.

“Beneficial Ownership Limitation”

means a beneficial ownership cap applicable to conversions and exercises under the Certificate of Designation and the Warrants that is

elected and may be adjusted by the applicable holder in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder, including

customary 61-day effectiveness for any increase.

“Board of Directors”

means the board of directors of the Company.

“Business Combination”

shall have the meaning ascribed to such term in the recitals.

“Business Combination Agreement”

shall have the meaning ascribed to such term in the recitals.

“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; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

are open for use by customers on such day.

“Certificate of Designation”

means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form

of Exhibit A attached hereto, as revised prior to Closing to include the Exempt Issuance provisions described in Section

4.15, and the Beneficial Ownership Limitation mechanics consistent with Section 4.16.

“Class A Common Stock”

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

“Closing” means

the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means

the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all

conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations

to deliver the Securities, in each case, have been satisfied or waived.

“Code” means the

U.S. Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended.

“Commission” means

the United States Securities and Exchange Commission.

“Commitment Shares”

means an aggregate of 1,000,000 shares of Common Stock issuable to the Purchasers at Closing as additional consideration for the Purchasers’

participation in the transactions contemplated hereby, allocated as follows: (i) [***] shares to [***] and (ii) [***] shares to [***].

“Common Stock” means

the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Company Material Adverse

Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences

has had a materially adverse effect on the business, assets, financial condition or results of operations of the Company; provided, however,

that no change or effect related to any of the following, alone or in combination, shall be taken into account in determining whether

a Company Material Adverse Effect has occurred: (i) the announcement of this Agreement and consummation of the transactions contemplated

hereby; (ii) the taking of any action required by this Agreement or any Transaction Document; (iii) any natural disaster (including hurricanes,

storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic or change in climate, (iv) any acts of terrorism

or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions; (v)

the Redemption; (vi) any breach of any covenants, agreements or obligations of any investor pursuant to a Series A SPA, or any investor

in any PIPE Investment, in each case who is not [***] or an Affiliate of [***], under this Agreement or other similar agreement related

to financing the Company or Purchaser (including any breach of such Person’s obligations to fund any amounts thereunder when required);

(vii) changes or proposed changes in applicable Law, regulations or interpretations thereof or decisions by courts or any Governmental

Authority after the date of this Agreement; (viii) changes or proposed changes in GAAP (or any interpretation thereof) after the date

of this Agreement; or (ix) any downturn in general economic conditions, including changes in the credit, debt, securities, financial,

capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or

any disruption of such markets), in each case, in the United States or anywhere else in the world.

“Company Party”

means the Company and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the

Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons.

“Consent” means

any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any

other Person.

“Contingent Obligation”

means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease,

dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary

effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements

relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with

respect thereto.

“Contracts” means

all legally binding contracts, contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase

order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and

other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Controlled Affiliate” means, with respect

to any Person, any Affiliate of such Person that such Person directly or indirectly Controls, and “Control” has the meaning

set forth in Rule 405 under the Securities Act.

“COVID-19” means

SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures”

means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure,

sequester, safety or other Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority,

including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response

to COVID- 19, including the CARES Act, Families First Act, the Payroll Tax Executive Order and IRS Notices 2020-22, 2020-65 and 2021-11.

“Conversion Shares”

means the shares of Common Stock issued and issuable upon conversion of the shares of Preferred Stock purchased pursuant to this Agreement

in accordance with the terms of the Certificate of Designation.

“Disqualification Event”

shall have the meaning ascribed to such term in Section 3.1(i).

“Effective Date”

means the first date on which (a) the initial Registration Statement has been declared effective by the Commission registering the resale

of all of the Underlying Shares or (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule

144 (but with no volume or other restrictions or limitations including as to manner or timing of

sale or current public information requirements).

“ERISA Affiliate”

means each “person” (as defined in Section 3(9) of ERISA) which together with a Target Company would be deemed to be a “single

employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Environmental Liabilities”

means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Legal Proceedings, losses, damages, costs, and

expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs of investigation and

feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any other Person or in

response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied

or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to

any Environmental Law, environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates to any environmental,

health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” has the meaning

set forth in Section 4.15.

“FAR” shall have the meaning

ascribed to such term in Section 3.3(j)(iv).

“GAAP” shall mean

generally accepted accounting principles in the United States of America.

“Generative AI”

means any type of AI/ML that can be used to create, produce or generate outputs (including text, images, video, audio, code or synthetic

data), including from or based on prompts or inputs.

“Governmental Authority”

means any federal, state, local, foreign government or other governmental, quasi-governmental, regulatory or administrative authority,

body, instrumentality, department, board, bureau or agency or any court, tribunal, administrative hearing body, arbitration panel, commission,

or other similar dispute-resolving panel or body (private or public).

“Government Bid”

means any quotation, bid or proposal by a Target Company that is outstanding and in effect as of the date hereof, which if accepted or

awarded, would lead to a prime contract with a Governmental Authority, or to a subcontract with a prime contractor or higher-tier subcontractor

under a prime contract with a Governmental Authority.

“Government Contract”

means any Contract, grant, basic ordering agreement, letter contract, or order between a Target Company, on the one hand, and (i) any

Governmental Authority, (ii) another Person under such other Person’s prime contract with a Governmental Authority, or (iii) any

higher tier subcontractor of a Governmental Authority in its capacity as a subcontractor, on the other hand, for which the period of performance

has not expired or terminated, or final payment has not been received, or which remain open to audit as of the date of this Agreement..

Unless otherwise indicated, a task, purchase or delivery order under a Government Contract will not constitute a separate Government Contract,

for purposes of this definition, but will be part of the Government Contract under which it was issued.

“Government-Furnished Items”

shall have the meaning ascribed to such term in Section 3.3(j)(xv).

“Hazardous Material”

means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”,

“pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous

chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated,

or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products,

asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“Income Taxes” means

income, capital gains, franchise, and similar Taxes.

“Indebtedness” of

any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the

deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)

(other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment

obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,

debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets

or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,

in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies

of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary

obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby,

is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder

of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including

accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become

liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of

the kinds referred to in clauses (A) through (G) above.

“Intellectual Property”

means any and all intellectual or proprietary property and all rights, title, and interest therein or thereto arising anywhere in the

world, including: (i) all United States and foreign patents and patent applications, patent disclosures and inventions, (whether patentable

or unpatentable and whether or not reduced to practice), including any continuations, divisions, continuations in part, renewals, divisionals,

extensions, reissues or foreign counterparts of any of the foregoing; (ii) all United States, international and foreign trade names, trade

dress, trademarks, service marks, logos or internet domain name registrations, social media usernames, handles, and similar identifiers,

including all goodwill associated therewith, together with all registrations and applications relating thereto (“Trademarks”);

(iii) all United States, international, and foreign copyrights (whether registered or unregistered), original works of authorship (including

Software and all rights therein), copyrightable works, together with all registrations and applications relating thereto (“Copyright”);

(iv) all proprietary databases and data; (v) all industrial designs and any registrations and applications therefor throughout the world;

(vi) Trade Secrets, (vii) Software and data, databases, compilations, and any other electronic data files, including any and all collections

of data, whether machine readable or otherwise; (viii) rights to sue or recover and retain damages and costs and attorneys’ fees

for the past, present or future infringement, dilution, misappropriation, or other violation of any of the foregoing anywhere in the world;

(ix) any and all other intellectual or industrial property rights protectable by applicable law in any jurisdiction; and (x) all issuances,

renewals, registrations and applications of or for any of the foregoing.

“Interim Target Financials”

shall have the meaning ascribed to such term in Section 3.3(f)(i).

“IT Assets” technology,

devices, computers, hardware, Software (including firmware and middleware), systems, sites, servers, networks, workstations, routers,

hubs, circuits, switches, interfaces, websites, platforms, data communications lines, and all other information or operational technology,

telecommunications, or data processing assets, facilities, systems services, or equipment, and all data stored therein or processed thereby,

and all associated documentation.

“Knowledge” means,

with respect to the Target, the actual knowledge of the individuals set forth on Section 10.01-C of the Target Disclosure Letter.

“Law” means any

federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree,

proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or

has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority

of any Governmental Authority.

“Legal Proceeding”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,

by or before any Governmental Authority.

“Liabilities” means

any and all liabilities, Indebtedness, Legal Proceedings or obligations of any nature (whether absolute, accrued, contingent or otherwise,

whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required

to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards).

“Lien” means any

mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any

kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting,

sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement to file

a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Liens” means a

lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Losses” means losses,

liabilities, obligations, claims, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable

attorneys’ fees and costs of investigation.

“MFC-PRC Representation”

shall have the meaning ascribed to such term in Section 3.3(j)(v).

“Net Short Position” means, with respect

to a Person and at any time, the difference (if greater than zero) between (x) the number of shares of Common Stock underlying such Person’s

Short Sales or other synthetic short or short-equivalent positions (including total-return swaps, options or derivative transactions that

provide an equivalent short economic exposure to the Common Stock, whether settled in cash or kind) and (y) the number of shares of Common

Stock then owned by such Person or for which such Person then holds a net long position (including a “delta-adjusted” long position

in any derivative security based on the Common Stock), in each case as determined under Rule 200 of Regulation SHO under the Exchange

Act and related guidance.

“NIST” shall have

the meaning ascribed to such term in Section 3.3(j)(iv).

“Off-the-Shelf Software”

means “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for

Software commercially available to the public on standard terms and conditions, generally with license, maintenance, support and other

fees of less than $100,000 per year.

“Order” means any

order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or

has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational Documents”

means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum

and articles of association or similar organizational documents, in each case, as amended.

“Original Issue Discount” or “OID”

means twenty percent (20%).

“Owned Intellectual Property”

means any and all Intellectual Property which any of the Target Companies owns (or purports to own), in whole or in part, and includes

the Target Software, all Target Registered IP and all other Intellectual Property required to be set forth in Section 3.3(n)(i)

of the Target Disclosure Letter.

“Patents” means

any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and

other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,

whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,

or refiled).

“Permits” means

all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,

licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,

ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted Liens”

means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not yet due and payable or (ii)

being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto in accordance

with GAAP, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable

and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property

subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens

on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) Liens

arising under any Transaction Document or (f) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course of

business.

“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.

“Placement Agents”

means Cantor Fitzgerald, L.P..

“PIPE Investment”

shall have the meaning ascribed to such term in the Business Combination Agreement.

“Preferred Bidder Status”

shall have the meaning ascribed to such term in Section 3.3(j)(i).

“Preferred Stock”

means the 12.0% Series A Cumulative Convertible Preferred Stock having the rights, preferences and privileges set forth in the Certificate

of Designation, in the form of Exhibit A hereto.

“Proceeding” means

an action, claim, suit, investigation or proceeding, whether commenced or threatened.

“Purchaser Party”

means the Purchaser and the Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other

Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),

each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and

the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons. “Registration

Rights Agreement” means the Amended and Restated Registration Rights Agreement among the Company, the Purchaser and the other

parties thereto, in the form of Exhibit B attached hereto.

“Registration Statement”

means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the

Underlying Shares by the Purchaser as provided for in the Registration Rights Agreement.

“Related Person”

means any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates and any immediate

family member of any of the foregoing.

“Release” means

any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor

environment, or into or out of any property.

“Remedial Legal Proceedings”

means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any

Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii)

perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with

Environmental Laws.

“Required Minimum”

means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant

to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants (assuming for this purpose,

an exercise price equal to the Floor Price) and conversion in full of all shares of Preferred Stock (assuming for this purpose, a conversion

price equal to the Floor Price and taking into account PIK Dividends for a period of at least three years following the Closing Date),

subject to and giving effect to any applicable beneficial ownership limitations, exchange caps (including the 9.99% rule), or other binding

conversion or exercise restrictions set forth in the Transaction Documents, and in no event exceeding the maximum number of shares that

may legally be issued under the Company’s certificate of incorporation and applicable law.

“Rule 144” means

Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

“Rule 424” means

Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

“Sanctioned Jurisdiction”

means any country or territory that is the subject of comprehensive economic sanctions maintained by OFAC (as of the date of this Agreement,

Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic

regions of Ukraine).

“SBA” shall have

the meaning ascribed to such term in Section 3.3(j)(xviii).

“SEC” means the

United States Securities and Exchange Commission.

“SEC Reports” shall

have the meaning ascribed to such term in Section 3.1(m).

“Securities” means

the shares of Preferred Stock, the Warrants and the Underlying Shares.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A SPAs”

means this Agreement together with the other securities purchase agreements, dated as of the date hereof for the Purchaser and the investors

named in such other agreements to purchase Preferred Stock and Warrants.

“Short Sales” shall

include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types

of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),

forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other

transactions through non-U.S. broker dealers or foreign regulated brokers.

“Software” means

any and all (i) computer software, firmware and computer programs and applications, including all source code, object code, middleware,

utilities, computer programs, application programming interfaces, algorithms, plugins, libraries, subroutines, tools, drivers, microcode,

scripts, batch files, instruction sets and macros, models, and methodologies, in each case of the foregoing whether in source code, executable

or object code form, documentation related thereto including user manuals, related to any of the foregoing and all software modules, tools

and databases; and (ii) deep learning, machine learning, and other artificial intelligence technologies (collectively, “AI/ML”).

“Sponsor” means

Athena Technology Sponsor II, LLC, a Delaware limited liability company.

“Stated Value” means

$12.00 per share of Preferred Stock.

“Stock Exchange”

means either The Nasdaq Stock Market LLC or the New York Stock Exchange (or any successors to any of the foregoing). “Subscription

Amount” shall mean the aggregate amount to be paid for the shares of Preferred Stock and the Warrants purchased hereunder pursuant

to the terms of this Agreement as set forth across from the Purchaser’s name on Schedule A hereto in U.S. dollars and in immediately

available funds.

“Subsidiary” means,

with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority

of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers or trustees 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, or (ii) if a partnership, association 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 any Person

or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a

majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority

of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general

partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include

any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Target Benefit Plans”

means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation

plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other

medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement,

commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit

plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by the

Target or any Subsidiary of the Target for the benefit of any current or former employee or other individual service provider of the Target

or any Subsidiary of the Company, or with respect to which the Target or any Subsidiary of the Target has any Liability, whether direct

or indirect, whether actual or contingent, whether formal or informal, and whether legally binding or not (other than a multiemployer

plan within the meaning of Section 3(37) of ERISA or any plan or program that is sponsored solely by a Governmental Authority and to which

the Target or any Subsidiary of the Target is required to contribute pursuant to applicable Law).

“Target Companies”

means the Target and its subsidiaries.

“Target Equity Incentive Plan”

means the Ace Green Recycling Inc. 2021 Long-Term Incentive Plan.

“Target IP” means

any and all Intellectual Property currently owned, licensed, used or held for use by the Target Companies.

“Target IP Licenses”

means Intellectual Property licenses, sublicenses and other agreements or permissions.

“Target Material Adverse Effect”

means any event, state of facts, condition, change, development, circumstance, occurrence or effect (collectively, “Events”),

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

assets, results of operations or financial condition of the Target Companies, taken as a whole, or (ii) does or would reasonably be expected

to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Target Companies to consummate

the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or

be taken into account in determining whether there has been or will be, a “Target Material Adverse Effect”: (a) any change

in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic,

political, business or financial market conditions generally, (c) the taking of any action required by this Agreement, (d) any natural

disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including

COVID-19, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement) or

change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national

or international political conditions, (f) any failure of the Target Companies to meet any projections or forecasts (provided that clause

(f) shall not prevent a determination that any Event not otherwise excluded from this definition of Target Material Adverse Effect underlying

such failure to meet projections or forecasts has resulted in a Target Material Adverse Effect), (g) any Events generally applicable to

the industries or markets in which the Target and its Subsidiaries operate (including increases in the cost of products, supplies, materials

or other goods purchased from third party suppliers), (h) the announcement of the Business Combination Agreement, this Agreement or any

other Transaction Document and consummation of the transactions contemplated hereby and thereby, including any termination of, reduction

in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships,

contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of the Target Companies, (i) any

matter set forth on the Target Disclosure Letter, or (j) any action taken by, or at the request of, the Company; provided, further, that

any Event referred to in clauses (a), (b), (d), (e) or (g) above may be taken into account in determining if a Target Material Adverse

Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or condition

(financial or otherwise) of the Target Companies, taken as a whole, relative to similarly situated companies in the industry in which

the Target Companies conduct their respective operations, but only to the extent of the incremental disproportionate effect on the Target

Companies, taken as a whole, relative to similarly situated companies in the industry in which the Target Companies conduct their respective

operations.

“Target Options”

means each option to purchase equity securities of the Target, in each case, granted pursuant to the Target Equity Incentive Plan.

“Target Party” means

each Target Company and each of their respective directors, officers, shareholders, members, partners, employees and agents (and any other

Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),

each Person who controls any Target Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),

and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons.

“Target Software”

means any and all Software which any of the Target Companies owns or purports to own, in whole or in part.

“Taxes” means all

direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem,

transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions

due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits,

alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges in the nature of a tax, together with any

interest and any penalties, additions to tax or additional amounts with respect thereto imposed by a Governmental Authority.

“Tax Return” means

any return, form, declaration, election, disclosure, report, claim for refund, information return or other documents (including any related

or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or

collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Third-Party Datasets”

shall have the meaning ascribed to such term in Section 3.3(n)(ix).

“Trade Secrets”

means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes,

procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how,

data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable

or subject to Copyright, Trademark, or trade secret protection).

“Trading Day” means

a day on which the principal Trading Market is open for trading.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transaction Documents”

means this Agreement, the Certificate of Designation, the Warrants, the Registration Rights Agreement, and all exhibits and schedules

thereto.

“Transactions” means

each of the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Agent”

means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer agent of the

Company.

“Underlying Shares”

means the Conversion Shares, the Warrant Shares and the Commitment Shares.

“Warrants” means,

collectively, the Common Stock purchase warrants delivered to the Purchaser at the Closing in accordance with Section 2.2(a) hereof,

which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached

hereto.

“Warrant Shares”

means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE

PURCHASE AND SALE

2.1 Closing. On the Closing Date,

upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, a number

of shares of Preferred Stock with an aggregate Stated Value as set forth opposite the Purchaser’s name on Schedule A hereto, and

Warrants as determined pursuant to Section 2.2(a). Not later than 10:00 am Eastern Time on the date two business days prior to

the date on which the Closing will occur (and the conditions thereto will be satisfied) (the “Closing Date”), the Company

shall provide written notice on signed Company letterhead (which may be via email) to the Purchaser (the “Closing Notice”)

that (i) all closing conditions pursuant to the Business Combination Agreement (as determined by the parties to the Business Combination

Agreement) or waived in writing by the Person(s) with the authority to make such waiver (other than those conditions which, by their nature,

are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement including to the extent

that any such condition precedent is, or is dependent upon, the consummation of the transactions contemplated hereby) and (ii) this Agreement

(as determined by the parties to this Agreement) or waived in writing by the Person(s) with the authority to make such waiver (other than

those conditions which, by their nature, are to be satisfied at the Closing pursuant to this Agreement including to the extent that any

such condition precedent is, or is dependent upon, the consummation of the Business Combination), have been met and that such date is

the Closing Date, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions

for the Company’s operating account. For clarity, the aggregate Stated Value of the Preferred Stock issued to the Purchaser at Closing

shall equal the Purchaser’s Subscription Amount divided by (1 - the Original Issue Discount), such that, by way of illustration only,

a Subscription Amount of $8,000,000 results in an aggregate Stated Value of $10,000,000 (reflecting 20% OID). The number of shares of

Preferred Stock shall be the quotient of such aggregate Stated Value divided by the Stated Value per share.

2.2 Deliveries.

(a) On or prior to the Closing

Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) a certificate

evidencing (or reasonable evidence of issuance by book entry, as applicable, of) a number of shares of Preferred Stock with an aggregate

Stated Value as set forth opposite the Purchaser’s name on Schedule A hereto, registered in the name of the Purchaser and

evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware;

(ii) a Warrant

registered in the name of the Purchaser to purchase up to a number of shares of Common Stock equal to 150% of the total number of shares

of Common Stock into which the Purchaser’s shares of Preferred Stock are convertible on the date of Closing, with an exercise price

equal to $12.00, subject to adjustment as set forth therein;

(iii) the Registration

Rights Agreement duly executed by the Company;

(iv) evidence

of the board of directors of the Company has duly adopted resolutions authorizing the adoption and filing of the Certificate of Designation;

(v) evidence of

the filing and acceptance of the amended and restated certificate of incorporation of the Company (or certificate of amendment thereto),

in the form set forth in the Business Combination Agreement, with the Secretary of State of Delaware; and

(vi) evidence

of the issuance of the Commitment Shares, allocated [***] shares to [***] and [***] shares to [***], as additional consideration for

the Purchasers’ participation in the transactions contemplated hereby.

(b) On or prior to the Closing

Date, the Purchaser shall deliver or cause to be delivered to the Company, the following:

(i) the Registration

Rights Agreement duly executed by the Purchaser;

(ii) the Purchaser’s

counter-signature to the Warrant described in Section 2.2(a)(iv); and

(iii) the Purchaser’s

Subscription Amount.

2.3 Closing Conditions.

(a) The Closing shall be

subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions that, on the Closing Date:

(i) all conditions

precedent to the closing of the Business Combination set forth in Article VIII of the Business Combination Agreement shall have been satisfied

(as determined by the parties to the Business Combination Agreement) or waived in writing by the Person(s) with the authority to make

such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination pursuant

to the Business Combination Agreement including to the extent that any such condition precedent is, or is dependent upon, the consummation

of the transactions contemplated hereby), and the closing of the Business Combination shall be scheduled to occur concurrently with the

Closing;

(ii) no governmental

authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect

and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting

consummation of the transactions contemplated hereby;

(iii) the Common

Stock shall have been approved for listing on a Trading Exchange, and such approval shall not have been withdrawn, conditioned or suspended;

and

(iv) the Commitment

Shares shall have been duly issued by the Company and shall be issued and outstanding in the name of the applicable Purchaser, free and

clear of all Liens (other than those arising under the Transaction Documents, the Organizational Documents of the Company or applicable

securities laws).

(b) The obligation of the

Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions

that, on the Closing Date:

(i) except as

otherwise provided under Section 2.3(b)(ii), all representations and warranties of the Purchaser contained in this Agreement shall

be true and correct in all material respects (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) at and as of the Closing Date (except

to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and

warranty shall be true and correct in all material respects (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) as of such earlier date),

and consummation of the Closing shall constitute a reaffirmation by the Purchaser of each of the representations, warranties and agreements

of the Purchaser contained in this Agreement as of the Closing Date, but without giving effect to consummation of the Business Combination,

or as of such earlier date, as applicable;

(ii) the representations

and warranties of the Purchaser contained in Section 3.2 of this Agreement shall be true and correct at all times on or prior to

the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Purchaser of such representations and warranties;

(iii) the Purchaser

shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by it at or prior to the Closing; and

(iv) the delivery

by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Purchaser of the additional

conditions that, on the Closing Date:

(i) all representations

and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations

and warranties that are qualified as to materiality, Company Material Adverse Effect, which representations and warranties shall be true

and correct in all respects) at and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks

as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations

and warranties that are qualified as to materiality, Company Material Adverse Effect, which representations and warranties shall be true

and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company

of each of the representations, warranties and agreements of the Company contained in this Agreement as of the Closing Date, but without

giving effect to the consummation of the Business Combination, or as of such earlier date, as applicable;

(ii) the board

of directors of the Company shall have duly adopted resolutions authorizing the adoption and filing of the Certificate of Designation;

(iii) the amended

and restated certificate of incorporation of the Company (or certificate of amendment thereto), in the form set forth in the Business

Combination Agreement, shall have been duly filed with and accepted by the Secretary of State of Delaware and shall be in full force and

effect;

(iv) the Certificate

of Designation shall have been duly filed with and accepted by the Secretary of State of Delaware and shall be in full force and effect;

(v) the Company

shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by it at or prior to the Closing; and

(vi) the delivery

by the Company of the items set forth in Section 2.2(a) of this Agreement.

ARTICLE

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the

Company. Except as set forth in any SEC Reports filed by the Company or other documents submitted or furnished to the SEC by the

Company on or prior to the date hereof, or on or prior to the Closing Date, as applicable, and provided that no representation or warranty

by the Company shall apply to any statement or information in the SEC Reports that relates to changes to historical accounting policies

of the Company in connection with any order, directive, guideline, comment or recommendation from the Commission or the Company’s

auditor or accountant that is applicable to the Company (collectively, the “Company SEC Guidance”), nor shall any correction,

amendment, revision or restatement of the Company’s financial statements due wholly or in part to the Company SEC Guidance or any

other accounting matters, nor any other effects that relate to or arise out of, or are in connection with or in response to, any of the

foregoing or any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by the

Company, the Company represents and warrants to the Purchaser, as of the date of this Agreement and as of the Closing Date (or, if such

representations and warranties are made with respect to a specified date, as of such date):

(a) The Company (i) is validly

existing and in good standing under the laws of the jurisdiction of incorporation, (ii) has the requisite power and authority to own,

lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations

under this Agreement and the other Transaction Documents, and (iii) is duly licensed or qualified to conduct its business and, if applicable,

is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business

or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii),

where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect.

(b) As of the Closing Date,

the Securities will be duly authorized and, when issued, paid for and delivered in accordance with the applicable Transaction Documents,

will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under

the Transaction Documents, the Organizational Documents of the Company or applicable securities laws), and will not have been issued in

violation of any preemptive or similar rights created under the Company’s Organizational Documents (as adopted on the Closing Date)

or the laws of its jurisdiction of incorporation.

other Transaction Documents has been duly authorized, validly executed and delivered by the Company, and assuming the due authorization,

execution and delivery of the same by the Target and the Purchaser of this Agreement and the other Transaction Documents to which they

are a party and the due authorization, execution and delivery of the same by all other parties to any Transaction Document, this Agreement

and the other Transaction Documents shall constitute the valid and legally binding obligation of the Company, enforceable against the

Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency,

reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally

or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or

relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought

(collectively, the “Enforceability Exceptions”).

(d) Assuming the accuracy

of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution and delivery of

this Agreement and the other Transaction Documents, the issuance and sale of the Securities hereunder, the compliance by the Company with

all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not conflict with

or result in 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 (i) any indenture, mortgage,

deed of trust, loan agreement, lease, license or 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, (ii) the Organizational Documents of the Company, or (iii)

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, in the case of clauses (i) and (iii), would reasonably be expected to have

a Company Material Adverse Effect.

(e) Assuming the accuracy

of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, 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 execution,

delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities),

other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement pursuant to the Registration

Rights Agreement, (iii) filings required by the Commission, (iv) filings required by the Stock Exchange, including with respect to obtaining

shareholder approval, (v) filings and approvals required to consummate the Business Combination as provided under the Business Combination

Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) those

filings, the failure of which to obtain would not have a Company Material Adverse Effect

(f) Except for such matters

as have not had and would not have a Company Material Adverse Effect, there is no (i) 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.

(g) Assuming the accuracy

of the Purchaser’s representations and warranties set forth in Section 3.2 of this Agreement, no registration under the Securities

Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Securities by the Company to the Purchaser.

(h) Neither the Company nor

any person acting on its behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with any offer or sale of the Securities. The Securities 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. Neither the Company nor any person acting

on the Company’s behalf has, directly or indirectly, at any time within the past six (6) months, made any offer or sale of any security

or solicitation of any offer to buy any security under circumstances that would cause the offering of the Securities pursuant to

this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval

provisions. Neither the Company nor any person acting on the Company’s behalf has offered or sold any securities, or has taken any

other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities, as contemplated hereby, to

the registration provisions of the Securities Act.

(i) No “bad actor”

disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable

to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable.

(j) Except as would not reasonably

be expected to be material to the Company, the Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley

Act of 2002, as amended, and the rules and regulations thereunder.

(k) As of the Closing Date,

the Common Stock will be eligible for clearing through The Depository Trust Company (“DTC”), through its Deposit/Withdrawal

At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect

to the Common Stock. The Company’s Transfer Agent is a participant in DTC’s Fast Automated Securities Transfer Program.

(l) As of their respective

filing dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all reports required

to be filed by the Company with the Commission (the “SEC Reports”) complied in all material respects with the applicable

requirements of the Securities Act and the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, and none

of the SEC Reports, when filed, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing,

contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there

are no material outstanding or unresolved comments in comment letters received by the Company from the staff of the Division of Corporation

Finance of the Commission with respect to any of the SEC Reports. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

as in effect at the time of filing, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original

filing, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results

of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Notwithstanding the foregoing, this representation and warranty shall not apply to any statement or information in the SEC Reports that

relates or arises from the topics referenced in the Company SEC Guidance, and any restatement, revision or other modification to the SEC

Reports (including any financial statements contained therein) relating to or arising from the Company SEC Guidance shall not be deemed

material noncompliance for purposes of this Agreement or the other Transaction Documents.

(m) As of the date hereof,

the authorized share capital of the Company is 2,000,000,000 shares of Common Stock, par value $0.0001 per share (the “Class

B Common Stock” and, together with the Class A Ordinary Shares, the “Common Stock”) and 1,000,000 shares

of preferred stock, par value of $0.0001 (the “Preferred Stock”). As of the date hereof and prior to giving effect

to the Closing and the Business Combination: (i) 2,000,000 shares of Common Stock, no shares of Class B Common Stock and no shares of

Preferred Stock Preference Shares were issued and outstanding and (ii) 12,687,500 public warrants and 476,875 private placement warrants

to purchase shares of our Class A Common Stock to be forfeited upon the consummation of an initial business combination (together “Outstanding

Warrants”), were issued and outstanding. All (A) issued and outstanding shares of Common Stock have been duly authorized and

validly issued, are fully paid and non-assessable and are not subject to preemptive rights and (B) Outstanding Warrants have been duly

authorized and validly issued, are fully paid and are not subject to preemptive rights. As of the date hereof, except as set forth above

and pursuant to the Business Combination Agreement, there are no outstanding options or other rights to subscribe for, purchase or acquire

from the Company any shares of Common Stock or other equity interests in the Company (collectively, “Equity Interests”)

or securities convertible into or exchangeable or exercisable for Equity Interests. Except as set forth in the Business Combination Agreement,

as of the date hereof, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity

or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements

or understandings to which the Company is a party or by which it is bound relating to the voting of any Equity Interests, other than (A)

as set forth in the SEC Reports and (B) as contemplated by the Business Combination Agreement. Except as described in the SEC Reports,

there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that

will be triggered by the issuance of the Securities.

(n) The issued and outstanding

Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on the Stock Exchange under

the symbol “ATEK.” Except as set forth in the SEC Reports or as contemplated by the Business Combination Agreement: (i) there

is no suit, Action, Proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the Stock

Exchange or the Commission with respect to any intention by such entity to deregister the Class A Common Stock or prohibit or terminate

the listing of the Class A Common Stock on the Stock Exchange and (ii) the Company has taken no action that is designed to terminate the

registration of the Class A Common Stock under the Exchange Act. Upon consummation of the Business Combination, the shares of Common Stock

are expected to be registered under the Exchange Act and listed for trading on the Stock Exchange.

(o) To the knowledge of the

Company, the Company is not, and immediately after receipt of payment for the Securities and consummation of the Business Combination,

will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(p) Neither the Company nor,

to the knowledge of the Company, any agent or other person acting on behalf of the Company has (i) directly or indirectly, used any funds

for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made

any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns

from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt

Practices Act of 1977, as amended.

(q) The Company’s accounting

firm is WithumSmith+Brown, PC. To the knowledge and belief of the Company, such accounting firm is a registered public accounting firm

as required by the Exchange Act.

(r) There are no disagreements

of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers

formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers

which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

(s) The Company acknowledges

and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents

and the transactions contemplated thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or

fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby

and any advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions

contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser

that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent

evaluation of the transactions contemplated hereby by the Company and its representatives.

(t) The Company has not,

and to its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the

stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities.

3.2 Representations and Warranties of the

Purchaser. The Purchaser hereby represents and warrants as of the date of this Agreement and as of the Closing Date (or, if such

representations and warranties are made with respect to a specified date, as of such date):

(a) The Purchaser is either

an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of formation

or incorporation with the requisite power and authority to enter into and perform its obligations under the Transaction Documents.

(b) Each Transaction Document

to which it is a party has been duly authorized, executed and delivered by the Purchaser, and assuming the due authorization, execution

and delivery of the same by the Company, each Transaction Document to which the Purchaser is a party shall constitute the valid and legally

binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

and performance of the Transaction Documents, including the purchase of the Securities hereunder, the compliance by the Purchaser with

all of the provisions of the Transaction Documents and the consummation of the transactions contemplated herein will not conflict with

or result in 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 Purchaser pursuant to the terms of (i) any indenture, mortgage,

deed of trust, loan agreement, lease, license or other agreement or instrument to which the Purchaser is a party or by which the Purchaser

is bound or to which any of the property or assets of the Purchaser is subject; (ii) the Organizational Documents of the Purchaser; or

(iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having

jurisdiction over the Purchaser or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have

a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by the Transaction Documents, including

the purchase of the Securities.

(d) At the time the Purchaser

was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any

shares of Preferred Stock, it will be, an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act),

satisfying the applicable requirements set forth on Annex A hereto, (ii) acquiring the Securities only for its own account and

not for the account of others, or if the Purchaser is subscribing for the Securities as a fiduciary or agent for one or more investor

accounts, each owner of such account is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act)

and the Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,

representations and agreements herein on behalf of each owner of each such account, and (iii) not acquiring the Securities with a view

to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company

with the requested information on Annex A following the signature page hereto).

(e) The Purchaser acknowledges

and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities

Act and that the Securities have not been registered under the Securities Act or the securities laws of any state in the United States

or other jurisdiction and that the Company is not required to register the Securities except as set forth in the Registration Rights Agreement.

The Purchaser acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by

the Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof,

(ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including without limitation a private

resale pursuant to so called “Section 4(a)1½”), or (iii) an ordinary course pledge such as a broker lien over account

property generally, and, in each of clauses (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions

of the United States, and that any certificates or account entries representing the Securities shall contain a restrictive legend to such

effect. The Purchaser acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions, and as

a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge or otherwise dispose

of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time.

The Purchaser acknowledges and agrees that the Securities will not be immediately eligible for offer, resale, transfer, pledge or disposition

pursuant to Rule 144 promulgated under the Securities Act until at least one year following the filing of certain required information

with the Commission after the Closing Date. The Purchaser acknowledges and agrees that it has been advised to consult legal counsel prior

to making any offer, resale, pledge or transfer of any of the Securities.

(f) The Purchaser understands

and agrees that it is purchasing the Securities directly from the Company. The Purchaser further acknowledges that there have not been,

and the Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to the Purchaser

by the Company, the Target, the Sponsor, any of their respective Affiliates or any control persons, officers, directors, employees, partners,

agents or representatives, any other party to the Business Combination or any other person or entity, expressly or by implication, other

than those representations, warranties, covenants and agreements of the Company and the Target set forth in this Agreement. The Purchaser

agrees that none of (i) any other Purchaser (including the controlling persons, members, officers, directors, partners, agents, or employees

of any such other Purchaser), (ii) the Sponsor, its Affiliates (other than the Company), or any of its or its’ Affiliates respective

control persons, officers, directors or employees or (iii) any other party to the Business Combination Agreement, including any such party’s

representatives, Affiliates or any of its or their control persons, officers, directors or employees, that is not a party hereto, shall

be liable to the Purchaser pursuant to this Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them

in connection with the purchase of the Securities.

(g) In making its decision

to purchase the Securities, the Purchaser has relied solely upon independent investigation made by the Purchaser and the Company’s

and the Target’s representations in Sections 3.1 and 3.3, respectively, of this Agreement. The Purchaser acknowledges

and agrees that the Purchaser has received such information as the Purchaser deems necessary in order to make an investment decision with

respect to the Securities, including with respect to the Company, the Target Companies and the Business Combination, and made its own

assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to the Purchaser’s

investment in the Securities. Without limiting the generality of the foregoing, the Purchaser acknowledges that it has reviewed the Company’s

filings with the Commission. The Purchaser represents and agrees that the Purchaser and the Purchaser’s professional advisor(s),

if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Purchaser and the

Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities.

The Purchaser acknowledges that certain information provided by the Company and the Target was based on projections, and such projections

were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business,

economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.

The Purchaser further acknowledges that the information provided to the Purchaser was preliminary and subject to change, including in

the registration statement and the proxy statement and/or prospectus that the Company intends to file with the Commission in connection

with the Business Combination (which will include substantial additional information about the Company, the Target Companies and the Business

Combination and will update and supersede the information previously provided to the Purchaser). The Purchaser acknowledges and agrees

that none of the Sponsor or any of its Affiliates or any of such Person’s or its Affiliate’s control persons, officers, directors,

employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”)

has provided the Purchaser with any information, recommendation or advice with respect to the Securities nor is such information, recommendation

or advice necessary or desired. None of the Sponsor or any of its respective Affiliates or Representatives has made or makes any representation

as to the Company or the Target Companies or the quality or value of the Securities. In addition, the Company, the Target, the Sponsor

and their respective Affiliates or Representatives may have acquired non-public information with respect to the Company or the Target

Companies which the Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to the Purchaser, none

of the Company, the Target, the Sponsor or any of their respective Affiliates or Representatives has acted as a financial advisor or fiduciary

to the Purchaser.

(h) The Purchaser became

aware of this offering of the Securities solely by means of direct contact between the Purchaser and the Company or its Affiliates, by

means of direct contact between the Purchaser and the Target or its Affiliates, and Securities were offered to the Purchaser solely by

direct contact between the Purchaser and the Company or its Affiliates. The Purchaser did not become aware of this offering of the Securities,

nor were the Securities offered to the Purchaser, by any other means. The Purchaser acknowledges that the Company represents and warrants

that the Securities (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation

D of the Securities Act) 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.

(i) The Purchaser acknowledges

that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth

in the SEC Reports. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the

merits and risks of an investment in the Securities, and the Purchaser has had an opportunity to seek, and has sought, such accounting,

legal, business and tax advice as the Purchaser has considered necessary to make an informed investment decision. The Purchaser (i) is

an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity

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 (iii) has exercised independent judgment in evaluating its participation in the purchase

of the Securities. The Purchaser understands and acknowledges that the purchase and sale of the Securities hereunder meets (i) the exemptions

from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(j) The Purchaser has adequately

analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment

for the Purchaser and that the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss

of the Purchaser’s investment in the Company. The Purchaser acknowledges specifically that a possibility of total loss exists.

(k) The Purchaser understands

and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings

or determination as to the fairness of this investment.

(l) The Purchaser is not

(i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons (“SDN List”) administered

by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued

by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any

OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a

non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement

agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable

law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA

PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains

policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the

Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs,

including the OFAC List. To the extent required, the Purchaser maintains policies and procedures reasonably designed to ensure that the

funds held by the Purchaser and used to purchase the Securities were legally derived.

(m) No foreign person (as

defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest

(as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities

hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part

800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as

a result of the purchase and sale of Securities hereunder.

(n) The Purchaser will have

sufficient funds to pay the Subscription Amount pursuant to Section 2.2(b)(iii) of this Agreement and

any expenses incurred by the Purchaser in connection with the transactions contemplated by or in connection with the Transaction Documents;

(ii) has the resources and capabilities (financial or otherwise) to perform its obligations under the Transaction Documents; and (iii)

has not incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would

impair or adversely affect its ability to perform its obligations under the Transaction Documents.

(o) The Purchaser acknowledges

that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation

(including, without limitation, the Company, the Target, the Sponsor or any of their respective Affiliates or any of their respective

or their respective Affiliates’ control persons, officers, directors, employees, agents or representatives), other than the representations

and warranties of the Company and the Target contained in Sections 3.1 and 3.3, respectively, of this Agreement, in making

its investment or decision to invest in the Company. The Purchaser agrees that none of (i) any other Purchaser or any other Person participating

in any other private placement of shares of Common Stock (including the controlling persons, officers, directors, partners, agents or

employees of any such other Person), (ii) the Company, its Affiliates or any of its or their respective Affiliates’ control persons,

officers, directors, partners, agents, employees or representatives, nor (iii) the Sponsor, its Affiliates or any of its or their respective

Affiliates’ control persons, officers, directors, partners, agents, employees or representatives shall be liable to the Purchaser

or any other Purchaser pursuant to the Transaction Documents or any other agreement related to a private placement of Securities for any

action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities hereunder

or thereunder.

(p) No broker or finder is

entitled to any brokerage or finder’s fee or commission to be paid by the Purchaser solely in connection with the sale of the Securities

to the Purchaser.

(q) At all times on or prior

to the Closing Date, the Purchaser has no binding commitment to dispose of, or otherwise transfer (directly or indirectly), any of the

Securities.

(r) The Purchaser hereby

agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the Purchaser, shall, directly

or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities of the Company from the date

hereof until the Closing or the earlier termination of this Agreement in accordance with its terms.

(s) Except as expressly disclosed

in a Schedule 13D or Schedule 13G (or amendments thereto) filed by the Purchaser with the Commission with respect to the beneficial ownership

of the Company’s outstanding securities prior to the date hereof, the Purchaser is not currently (and at all times through Closing

will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity

securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(t) The Purchaser acknowledges

that (i) the Company, the Target Companies, the Sponsor and any of their respective Affiliates, control persons, officers, directors,

employees, agents or representatives may later come into possession of, information regarding the Company and the Target Companies that

is not known to the Purchaser and that may be material to a decision to purchase the Securities, (ii) the Purchaser has determined to

purchase the Securities notwithstanding its lack of knowledge of such information, and (iii) none of the Company, the Target Companies,

the Sponsor or any of their respective Affiliates, control persons, officers, directors, employees, agents or representatives shall have

liability to the Purchaser, and the Purchaser hereby, to the extent permitted by law, waives and releases any claims it may have against

the Company, the Target Companies, the Sponsor and their respective Affiliates, control persons, officers, directors, employees, agents

or representatives, with respect to the nondisclosure of such information.

(u) The Purchaser acknowledges

its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.

(v) The Purchaser acknowledges

that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any of the Placement Agents,

any of their respective Affiliates or any of their respective control persons, officers, directors and employees, in making its investment

or decision to invest in the Company.

(w) The Purchaser agrees

that no Placement Agent shall be liable to any Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of

them or have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations,

penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by you, the Company or any other person or entity),

whether in contract, tort or otherwise, to any Purchaser, or to any person claiming through such Purchaser, in respect of the Transactions.

(x) Each Purchaser hereby

acknowledges and agrees that (a) each Placement Agent is not and shall not be construed as a fiduciary for such Purchaser, the Company

or any other person or entity in connection with the Transaction, (b) no Placement Agent has made or will make any representation or warranty,

whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the Transaction,

and (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any

person or entity under or in connection with the Transaction or any of the documents furnished pursuant thereto or in connection therewith,

or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business, affairs, financial

condition, operations, properties or prospects of, or any other matter concerning the Company or the Transactions.

3.3 Representations and Warranties of the

Target. Except as set forth in the disclosure letter dated as of the date of this Agreement delivered by the Target to the Purchaser

(the “Target Disclosure Letter”) prior to or in connection with the execution and delivery of this Agreement,

the Target hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

(a) Organization and Standing.

The Target is a Delaware corporation duly incorporated, validly existing and in good standing under the Delaware General Corporation Law

and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being

conducted, except as would not be material to the Target Companies, taken as a whole. Each Subsidiary of the Target is a corporation,

limited liability company or other entity duly incorporated or formed (as applicable), validly existing and in good standing under the

Laws of its jurisdiction of organization and has all requisite corporate, limited liability company or other (as applicable) power and

authority to own, lease and operate its properties and to carry on its business as now being conducted, except as would not be material

to the Target Companies, taken as a whole. Each Subsidiary of the Target is duly qualified or licensed and in good standing in the jurisdiction

in which it is formed or registered and in each other jurisdiction where it does business or operates to the extent that the character

of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing

necessary, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably

be expected to have a Target Material Adverse Effect. The Target has made available to the Purchaser accurate and complete copies of the

Target Companies’ Organizational Documents, each as amended to date and as currently in effect. No Target Company is in violation

of any provision of its Organizational Documents.

(b) Authorization; Binding

Agreement. Subject to the receipt of the Required SPAC Shareholder Approval”(as defined in the Business Combination Agreement),

the Target has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document to which

it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated

hereby and thereby. The execution and delivery of this Agreement and each Transaction Document to which the Target is or is required to

be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the

Target’s board of directors in accordance with its Organizational Documents and (b) other than the Required SPAC Shareholder Approval,

no other proceedings on the part of the Target are necessary to authorize the execution and delivery of this Agreement and each Transaction

Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Transaction

Document to which the Target is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Target

and assuming the due authorization, execution and delivery of this Agreement and any such Transaction Document by the other parties hereto

and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Target, enforceable against

the Target in accordance with its terms, subject to the Enforceability Exceptions. The Target’s board of directors, by resolutions

duly adopted, has (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Target

and its shareholders, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement be submitted to its shareholders

for adoption and (iv) recommended that its shareholders adopt this Agreement.

(i) Set forth

on Section 3.3(c)(i) of the Target Disclosure Letter is a true, correct and complete list of each record holder of any equity interests

of the Target, including the Target Options, and the number of such equity interests held by each such holder as of the date hereof. Other

than such equity interests, including the Target Options, set forth on Section 3.3(c)(i) of the Target Disclosure Letter, the Target

does not have any other issued or outstanding equity interests.

(ii) All of the

equity securities in the Target (other than the Target Options) are owned by the Target’s shareholders free and clear of any Liens

other than those imposed under the Target’s Organizational Documents, applicable securities Laws, Permitted Liens or as set forth

on Section 3.3(c)(ii)(A) of the Target Disclosure Letter. All of the issued and outstanding equity interests of the Target have

been duly authorized and validly issued in accordance with applicable Laws, including applicable securities Law, and the Target’s

Organizational Documents, and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal

or similar rights, except where such violation or failure would not reasonably be expected to be, individually or in the aggregate, material

to the Target Companies, taken as a whole. Except as set forth on Section 3.3(c)(ii)(B) of the Target Disclosure Letter, there

are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions

to which the Target or, to the Knowledge of the Target, any of its shareholders is a party or bound relating to any equity securities

of the Target, whether or not outstanding. Except with respect to the Target Options, there are no outstanding or authorized equity appreciation,

phantom equity or similar rights with respect to the Target. There are no voting trusts, proxies, shareholder agreements or any other

agreements or understandings with respect to the voting of the Target’s equity interests. Except as set forth in the Organizational

Documents of the Target Companies, there are no outstanding contractual obligations of the Target Companies to repurchase, redeem or otherwise

acquire any equity interests or securities of such Target Company, nor has any Target Company granted any registration rights to any Person

with respect to such Target Companies’ equity securities. All of the Target Companies’ securities have been granted, offered,

sold and issued in compliance with applicable securities Laws. Each Target Option was validly granted or issued and properly approved

by the Target’s board of directors (or appropriate committee thereof) in accordance with the terms of the Target Equity Incentive

Plan. Each Target Option has been granted with an exercise price that is intended to be no less than the fair market value of the underlying

equity securities of the Target on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the

Code.

(iii) Except as

provided for in the Transaction Documents, as a result of the consummation of the Transactions, no shares of capital stock, warrants,

options or other securities of the Target Companies are issuable and no rights in connection with any shares, warrants, options or other

securities of the Target Companies accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or

otherwise).

(d) Subsidiaries.

Section 3.3(d) of the Target Disclosure Letter sets forth the names of the Target’s direct and indirect Subsidiaries, and

with respect to each Subsidiary (a) its jurisdiction of incorporation or organization, (b) all names other than its legal name under which

such Subsidiary does business, as applicable, (c) its authorized shares or other equity interests (if applicable) and (d) the number of

issued and outstanding shares or other equity interests of such Subsidiary and the record holders and beneficial owners thereof. All of

the outstanding equity securities of each Subsidiary of the Target are duly authorized and validly issued, and, where such concepts are

applicable, fully paid and non-assessable, and were offered, sold and delivered in compliance with all applicable securities Laws, and

owned by one or more of the Target Companies’ free and clear of all Liens other than those imposed under such Subsidiaries’

Organizational Documents, applicable securities Laws, Permitted Liens or as set forth on Section 3.3(d) of the Target Disclosure

Letter.

(e) No Conflict; Governmental

Consents and Filings.

(i) Except as

otherwise described in Section 3.3(e)(i) of the Target Disclosure Letter, subject to the receipt of the Required SPAC Shareholder

Approval and the consents, approvals, authorizations and other requirements set forth in Section 3.3(e)(i) of the Target Disclosure

Letter, the execution, delivery and performance by the Target of this Agreement and the other Transaction Documents to which the Target

is a party and the consummation by the Target of the Transactions does not and will not: (i) violate any provision of, or result in the

breach of, any applicable Law to which the Target is subject or by which any property or asset of any Target Company is bound; (ii) conflict

with or violate the Organizational Documents of any Target Company; (iii) violate any provision of or result in a breach, default or acceleration

of, require a consent under, or create any right to payment under any Target Material Contract, or terminate or result in the termination

of any Target Material Contract, or result in the creation of any Lien (other than a Permitted Lien) under any Target Material Contract

upon any of the properties or assets of any Target Company, or constitute an event which, after notice or lapse of time or both, would

result in any such violation, breach, default, acceleration, termination or creation of a Lien (other than a Permitted Lien); or (iv)

result in a violation or revocation of any required Consents, except to the extent that the occurrence of any of the foregoing items set

forth in clauses (i), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or

materially impair the ability of the Target to consummate the Transactions or reasonably be expected to have a Target Material Adverse

Effect.

(ii) Assuming

the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no consent, notice, approval

or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Target Companies

with respect to the Target Companies’ execution, delivery or performance of this Agreement, any of the other Transaction Documents

to which it is a party or the consummation by the Target Companies of the Transactions, except for: (i) any consents, notices, approvals,

authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be

expected to have a Target Material Adverse Effect; (ii) compliance with any applicable requirements of the securities Laws; and (iii)

as otherwise disclosed on Section 3.3(e)(ii) of the Target Disclosure Letter.

(iii) Assuming

the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no registration under the

Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Securities by the Target to the Purchaser.

(f) Financial Statements.

(i) The Target

has made available to the Purchaser: (i) unaudited consolidated financial statements of the Target Companies (including, in each case,

any related notes thereto), consisting of the unaudited condensed consolidated balance sheets, the unaudited condensed consolidated statements

of operations, the unaudited condensed consolidated statements of comprehensive loss, the statements of changes in stockholders’

deficit, and the unaudited condensed consolidated statements of cash flows of the Target Companies as of and for the three (3) and six

(6) month periods ending September 30, 2025 (the “Interim Target Financials”) and (ii) the audited condensed consolidated

financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance

sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of changes in stockholders’

deficit and consolidated statements of cash flows of the Target Companies as of March 31, 2025 and March 31, 2024 for the fiscal years

then ended (together with the Interim Target Financials, the “Target Financials”). The Target Financials were derived

in all material respects from the books and records of the Target Companies, which books and records are, in all material respects, true,

correct and complete and have been maintained in all material respects in accordance with commercially reasonable business practices.

Except as set forth on Section 3.3(f)(i) of Target Disclosure Letter, the Target Financials, when delivered, will have been prepared

in all material respects, in accordance with GAAP consistently applied throughout the periods covered thereby (except for the absence

of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and present

fairly in all material respects, the consolidated financial position, results of operations, income (loss), changes in equity and cash

flows of the Target Companies as of the dates and for the periods indicated in such Target Financials in conformity with GAAP (except

for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material)

and were derived from and accurately reflect in all material respects, the books and records of each of the Target Companies. No Target

Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(ii) The Target

Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable assurance

that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for each

Target Company’s assets.

(iii) The Target

has not identified in writing and has not received written notice from an independent auditor of (x) any significant deficiency or material

weakness in the system of internal controls utilized by the Target, (y) any material fraud that involves the Target’s management

or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting

utilized by the Target or (z) any claim or allegation regarding any of the foregoing.

(iv) There are

no outstanding loans or other extensions of credit made by any Target Company to any executive officer (as defined in Rule 3b-7 under

the Exchange Act) or director of the Target.

(g) Undisclosed Liabilities.

There is no liability, debt or obligation (absolute, accrued, contingent or otherwise) of any Target Company of a type required to be

reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for liabilities, debts and obligations: (a) provided

for in, or otherwise reflected or reserved for on the Target Financials or disclosed in the notes thereto; (b) that have arisen since

the date of the most recent balance sheet included in the Target Financials in the ordinary course of the operation of the business of

the Target; (c) arising under this Agreement and/or incurred in connection with the Transactions; or (d) which would not, individually

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

(h) Absence of Certain

Changes. Except as set forth on Section 3.3(h) of the Target Disclosure Letter, and for activities conducted in connection

with this Agreement and the Transactions, since March 31, 2025 through the date of this Agreement, (a) there has not been any Target Material

Adverse Effect and (b) each Target Company has conducted its business in the ordinary course of business consistent with past practice.

(i) Compliance with Laws.

(i) Each Target

Company has, since its inception, complied with, and is not currently in violation of, any applicable Law with respect to the conduct

of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in

the aggregate, have not been and are not reasonably likely to be material to the Target Company, taken as a whole. No written notice of

non-compliance with any applicable Law has been received by any Target Company since its inception.

(ii) Each Target

Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders, or

other Consents from Governmental Authorities necessary to own, lease and operate the properties it purports to own, operate or lease and

to carry on its business as it is now being conducted, except where the failure to have such approvals would not, individually or in the

aggregate, reasonably be expected to be material to the Target Company, taken as a whole.

(j) Government Contracts.

(i) Section

3.3(j)(i) of the Target Disclosure Letter is a true and complete list, as of the date hereof, of each Government Contract to which

a Target Company is a party and accurately identifies for each such Government Contract current and complete information regarding, where

applicable and to the extent the disclosure of such information does not violate any Target Company’s obligations under any law

or agreement: the contract number, the customer (contracting agency and prime contractor, as applicable), any subcontracts and the applicable

subcontract number (if applicable), the total estimated contract value, the total funded amount, and the contract period of performance.

Section 3.3(j)(i) of the Target Disclosure Letter also identifies each Government Contract that was awarded on the basis of any

qualification as a small business, or other set aside or preferential prime contractor or subcontractor bidding status (collectively,

a “Preferred Bidder Status”). Each Government Contract listed in Section 3.3(j)(i) of the Target Disclosure

Letter was legally awarded to the applicable Target Company, is in full force and effect and constitutes a legal, valid, and binding agreement,

enforceable in accordance with its terms. The Target has delivered or made available to Purchaser copies of the main contract documents

including all material modifications, task orders, purchase orders, and delivery orders for those Government Contracts provided on Section

3.3(j)(i) of the Target Disclosure Letter, together with all other material documentation related thereto as requested by Purchaser.

(ii) Section

3.3(j)(ii) of the Target Disclosure Letter sets forth a current, accurate, and complete list of each Government Bid (including task

order bids under current Government Contracts and teaming agreements entered into in preparation for Government Bids) that any Target

Company has entered into or submitted to a Governmental Authority (or a prime contractor or higher-tier subcontractor) within the past

year, plans to submit within the next 90 days, or for which no notice of award decision has been received by any Target Company 30 days

or more prior to the date of this Agreement. Section 3.3(j)(ii) of the Target Disclosure Letter accurately identifies for each

such Government Bid current, complete, and accurate information regarding, where applicable: the proposal type (new business, task order,

etc.), the anticipated award type (sole source, full and open, small business, etc.), the project title, the customer (agency, prime contractor,

or higher-tier subcontractor as applicable), the estimated award date and the estimated value of the proposed contract based on the Target

Company’s proposal.

(iii) Section

3.3(j)(iii) of the Target Disclosure Letter sets forth a list of each outstanding teaming agreement or existing joint venture agreement

of any Target Company. The Target has made available to the Purchaser correct and complete copies of all such teaming agreements and joint

venture agreements. The Target Companies have complied with all material terms and conditions of such joint venture agreements and teaming

agreements.

(iv) With respect

to each Government Contract or Government Bid to which a Target Company is a party, and except as set forth in Section 3.3(j)(iv)

of the Target Disclosure Letter: (a) the Target Companies have complied with all material terms and conditions of such Government Contract

or Government Bid, including but not limited to all applicable provisions of FAR 52.204-21 (Basic Safeguarding of Covered Contractor Information

Systems), DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting), the cybersecurity standards set

forth in the National Institute of Standards and Technology (“NIST”) Special Publication 800-171, DFARS 252.204-7020,

NIST SP 800-171 DoD Assessment Requirements, FAR 52.204-24 (Representation Regarding Certain Telecommunications and Video Surveillance

Services or Equipment), FAR 52.204-25 (Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment),

the Buy American Act (41 U.S.C. §§ 10a-10d) and the Trade Agreements Act (“TAA”) (19 U.S.C. §§

2501-2581), and all corresponding FAR and DFARS provisions; (b) the Target Companies have complied with all material requirements of Law

pertaining to such Government Contract or Government Bid; (c) all representations and certifications executed with respect to such Government

Contract or Government Bid were accurate and truthful in all material respects as of their effective date (including material representations,

certifications and disclosures made by the Target Companies under or in connection with a Government Contract covered by the Truthful

Cost or Pricing Act (including any certified cost or pricing data provided in accordance with such Act)); (d) all invoices and claims

for payment, reimbursement, or adjustment, including requests for progress payments and provisional or progress cost payments, submitted

by the Target Companies in connection with a Government Contract or Government Bid were current, accurate, and complete in all material

respects as of their respective submission dates, and the Target Companies are not aware of any evidence that such submissions are not

still current, accurate, and complete in all material respects; (e) the Target Companies have maintained systems of internal controls

that are and have been in material compliance with all requirements of the Government Contracts and of material Laws and regulations and

no such systems of internal controls has been determined in writing, by any Governmental Authority to be in noncompliance with any such

material requirement and, without limiting the foregoing, the practices and procedures used by the Target Companies in estimating costs

and pricing proposals and accumulating, recording, segregating, reporting, and invoicing costs, and otherwise accounting for costs are

in compliance, in all material respects, with the applicable provisions of Federal Acquisition Regulation (“FAR”)

Part 31; (f) the Target Companies have not had access to confidential or non-public information, nor provided systems engineering, technical

direction, consultation, technical evaluation, source selection services, or services of any type, nor prepared specifications or statements

of work, nor, to the Knowledge of the Target, engaged in any other conduct, in each case, that would create an Organizational Conflict

of Interest, as set forth in FAR 9.501, with respect to the work performed or anticipated to be performed under any Government Contract

or proposed contract in connection with a Government Bid or other business of the Target Companies or, to the Knowledge of the Target,

that would restrict the Target Companies’ business activities as presently conducted; (g) the Target Companies have not violated,

in any material respect, any Law or contractual restriction associated with the employment of (or discussions concerning possible employment

with) current or former officials or employees of a Governmental Authority (regardless of the branch of government), including but not

limited to the “revolving door” and “financial interest” restrictions set forth at 18 U.S.C. § 207 and §

208; and (h) except as set forth on Section 3.3(j)(iv)(h) of the Target Disclosure Letter, in the past five years, the Target Companies

have not received any written adverse past performance evaluation or CPARS report, or been given notice of termination for default, convenience

arising out of negative performance reviews or a show cause notice from the relevant customer, cure notice, show cause notice, deficiency

or similar notice, stop work order or non-exercise of any option to extend a multi-year contract, and no such notice has been threatened.

Except as set forth on Section 3.3(j)(iv) of the Target Disclosure Letter, consummation of the transactions contemplated by the

Transaction Documents will not require notice to transfer or constitute, cause or serve as the basis of non-performance or non-compliance

with any term of any Government Contract or Government Bid to which a Target Company is a party.

(v) With respect

to each Target Company and except as set forth on Section 3.3(j)(v) of the Target Disclosure Letter: (a) none of the Target Companies

has been, or is currently, debarred, suspended, or proposed for debarment or suspension by any Governmental Authority, and each is properly

registered and in good standing in the System for Award Management (SAM); (b) no Target Company has received any written notice that any

officer, employee, consultant, or agent of any Target Company is, or during the last five years has been, under administrative, civil,

or criminal investigation, indictment, or information by any Governmental Authority (A) relating to the performance of his or her duties

for the Target Company and (B) as would reasonably be expected to have a Target Material Adverse Effect; (c) to the Knowledge of the Target,

there is not pending any audit or investigation of any Target Company or its officers, employees, consultants or agents nor within the

last five years has there been either (A) a non-routine audit of a Target Company, (B) an audit that resulted in a material adjustment

to amounts invoiced or (C) any audit or investigation of any Target Company or its respective officers, employees, consultants or agents

resulting in a material adverse finding with respect to any alleged irregularity, misstatement, or omission arising under or relating

to any Government Contract or Government Bid; (d) during the last five years, no Target Company has made any voluntary or mandatory disclosure

to any Governmental Authority with respect to any alleged material irregularities, misstatements, or omissions; unlawful conduct; or significant

overpayment arising under or relating to a Government Contract or Government Bid; (e) no Target Company has received any written (or,

to the Knowledge of the Target, oral) notice of any determination by a Governmental Authority regarding, nor entered into a consent order

or administrative agreement, with the a Governmental Authority regarding, any suspected, alleged, or possible fraud, defective pricing,

mischarging, improper payments, unauthorized release of information, irregularity, misstatement, omission or violation of law or regulation,

or any administrative or contractual requirement related to a Government Contract or Government Bid; (f) no Target Company has received

any written (or, to the Knowledge of the Target, oral) notice of complaint (whether or not sealed or partially unsealed) regarding any

suspected, alleged, or possible fraud, defective pricing, mischarging, improper payments, unauthorized release of information, irregularity,

misstatement, omission or violation of law or regulation, or any administrative or contractual requirement related to a Government Contract

or Government Bid; (g) no Target Company has received written document requests, subpoenas, search warrants, or civil investigative demands

addressed to or requesting information involving any Target Company or any of their members, managers, officers, employees, affiliates,

consultants, agents, or representatives in connection with or concerning any information related to a Government Contract or Government

Bid; (h) to the Knowledge of the Target, neither any Target Company nor any of its respective officers, employees, consultants, agents,

or representatives are or have been under administrative, civil, or criminal investigation, or any indictment or criminal information

with respect to any aspects of performance or other activity relating to any Government Contract or Government Bid to which any Target

Company is a party; (i) neither any Target Company nor any of its respective officers or employees have been the subject of any actual

“whistleblower” or “qui tam” lawsuit; (j) no Target Company has not received any written (or, to the Knowledge

of the Target, oral) notice of any judicial, administrative, or contractual penalties or damages imposed or, to the Knowledge of the Target,

threatened to be imposed on any Target Company related to any Government Contract or Government Bid; (k) to the Knowledge of the Target,

it has not conducted any internal audit, review, or inquiry in which any outside legal counsel, auditor, accountant, or investigator has

been or was engaged with respect to any suspected, alleged, or possible fraud, defective pricing, mischarging, improper payments, unauthorized

release of information, material irregularities, misstatements, or omissions or violation of Law, or any administrative or contractual

requirement related to a Government Contract or Government Bid; and (l) each Target Company has complied in all material respects with

the pricing and discount disclosure requirements in all of its Government Contracts including “Most Favored Customer” and

price-reduction clauses (“MFC-PRC Representation”) and all pricing discounts and rebates have been properly

reported to and credited to the customer under each Government Contract, and no Government Contract currently in performance is subject

to, or to the Knowledge of the Target, anticipated to be subject to, price discounts at any level (including but not limited to invoice

discounts, “spot” discounts at individual rates, courtesy discounts or other discounts of any nature), in each case except

where failure to do so would not have a material and adverse effect on the Target Companies. Except as set forth in Section 3.3(j)(v)

of the Target Disclosure Letter, no Target Company has, to the Knowledge of the Target, had any material irregularities, misstatements,

or omissions arising under or relating to any Government Contract or Government Bid that has led or is expected to lead, either before

or after the closing date of the Business Combination, to any of the consequences set forth in the clauses of this paragraph or any other

material damage, liability, penalty assessment, recoupment of payment, or disallowance of cost.

(vi) With respect

to each of the Target Companies and except as set forth in Section 3.3(j)(vi) of the Target Disclosure Letter, (a) there are no

outstanding claims against any Target Company for which any Target Company has received written notice, either by the U.S. Government

or by any prime contractor, subcontractor, vendor, or other third party arising under or relating to any Government Contract or Government

Bid referred to in Section 3.3(j)(i) and Section 3.3(j)(iii) of the Target Disclosure Letter, respectively; (b) there are,

to the Knowledge of the Target, no disputes between any Target Company and any Governmental Authority under the Contract Disputes Act

or any other Law or between any Target Company and any prime contractor, subcontractor, or vendor arising under or relating to any such

Government Contract or Government Bid; and (c) no Government Contract is or has been the subject of any bid protest proceeding. Except

as set forth in Section 3.3(j)(vi) of the Target Disclosure Letter, there are no facts that would reasonably be expected to result

in a claim or dispute under clauses (a) or (b) of the immediately preceding sentence.

(vii) There are

no outstanding material claims, disputes, or requests for equitable adjustment between any of the Target Companies and any Governmental

Authority that are subject to the Contract Disputes Act, 41 U.S.C. § § 7101-7109 or any other Law, nor are there any material

claims, disputes, or requests for equitable adjustment between any of the Target Companies and any other entity arising under or related

to any Government Contract.

(viii) None of

the Target Companies have submitted or received, or are preparing to submit, a claim or request for an equitable adjustment under any

of the Government Contracts where such activity is outside the ordinary course of business or would reasonably be expected to result in

a liability or obligation outside the ordinary course of business.

(ix) No costs

incurred by any of the Target Companies have been formally disallowed as a result of a written finding or determination by a Governmental

Authority, and no Governmental Authority has withheld or setoff or, to the Knowledge of the Target, attempted to withhold or setoff, material

amounts otherwise due or payable to any Target Company under any Government Contract. Except as disclosed on Section 2(j)(ix) of

the Target Disclosure Letter, to the Knowledge of the Target, no prime contractor or higher-tier subcontractor under a Government Contract

has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business)

or set-off, material amounts of money otherwise acknowledged to be due to any Target Company under any such Government Contract. To the

Knowledge of the Target, no prime contractor or higher-tier subcontractor under an outstanding Government Contract has disallowed, or

raised any basis for disallowance of, any material costs claimed by any Target Company under any such Government Contract, and there is

no fact or occurrence that could reasonably be expected to be a basis for disallowing any such costs.

(x) Except as

set forth in Section 3.3(j)(x)(i) of the Target Disclosure Letter, the Target Companies have submitted all required provisional

labor and indirect rates through March 31, 2025, and final indirect rates to the cognizant U.S. government administrative contracting

officer through March 31, 2025. All such submissions are consistent in all material respects with all applicable cost accounting rules

and regulations and there are no outstanding or unresolved matters with respect thereto which would reasonably be expected to have a Target

Material Adverse Effect. Except as set forth in Section 3.3(j)(x)(ii) of the Target Disclosure Letter each Target Company is, and

at all times has been, in compliance in all material respects with the applicable requirements of the Cost Accounting Standards (CAS),

as set forth in 48 C.F.R. Chapter 99, and any related regulations, including the submission and disclosure of cost accounting practices

where required. To the Knowledge of the Target, no Target Company is the subject of any audit, review, or investigation by any Governmental

Authority related to compliance with CAS, nor has any Target Company received any written notice of noncompliance, nonconformance, or

any asserted or threatened claim or penalty arising under CAS.

(xi) Except as

set forth in Section 3.3(j)(xi) of the Target Disclosure Letter, neither any Target Company nor any of their present Principals

(as that term is defined in FAR 2.101), nor, to the Knowledge of the Target, employees are, or during the last five years have been, suspended

or debarred from doing business with a Governmental Authority, proposed for suspension or debarment, or are (or during such period were)

the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Authority.

(xii) Except as

set forth in Section 3.3(j)(xii) of the Target Disclosure Letter, no Target Company has received: (i) any written (nor, to the

Knowledge of the Target, oral) notice of non-responsibility or ineligibility for award of a contract or disqualification from award of

a contract within the past five years, nor to the Knowledge of the Target, do any circumstances exist that would warrant the institution

of debarment, suspension, or exclusion proceedings or any finding of non-responsibility, ineligibility, or disqualification with respect

to any Target Company in the future.

(xiii) Each Target

Company has, to the extent appropriate in accordance with the terms of the applicable Government Contracts and all Laws, (i) taken all

reasonable steps to protect rights in and to all technical data, computer software, and other intellectual property developed in connection

with the Government Contracts and (ii) complied in all material respects with all notice requirements, Laws (including the FAR and the

Defense Federal Acquisition Regulation Supplement (“DFARS”)) and contractual requirements relating to the placement

of legends or restrictive markings on all technical data, computer software, computer software documentation, and other intellectual property

developed in connection with a Government Contract, used in performance of a Government Contract, or delivered or otherwise provided to

a Governmental Authority.

(xiv) Except for

the Government Contracts listed on Section 3.3(j)(xiv) of the Target Disclosure Letter, there is no fixed-price Government Contract

that a Target Company has entered into or is otherwise obligated to perform and for which (i) performance has not been completed; (ii)

final payment has not been received; (iii) warranty, support, or maintenance obligations have been retained; or (iv) the costs to any

Target Company of completing performance of the fixed-price component of the contract or subcontract, and/or fulfilling all contractual

obligations, have exceeded or are reasonably expected to exceed the fixed-price amount of such contract or subcontract (i.e., each Target

Company is in a loss position or reasonably expects to incur a loss with respect to the fixed-price component of the contract or subcontract).

(xv) Section

3.3(j)(xv) of the Target Disclosure Letter identifies, as of the date hereof, all material personal property, equipment, and fixtures

loaned, bailed, or otherwise furnished to a Target Company by or on behalf of any Governmental Authority (the “Government-Furnished

Items”). Each Target Company has complied in all material respects with all its applicable obligations relating to the Government-Furnished

Items as imposed by Law (including the FAR and DFARS) and, upon the return thereof to the applicable Governmental Authority in the condition

thereof on the date hereof, would reasonably be expected to have no liability to such Governmental Authority with respect thereto.

(xvi) Section

3.3(j)(xvi) of the Target Disclosure Letter identifies, as of the date hereof, all instances where the performance of specific employees

is called for in any Government Contract. The Target Companies have notified and sought, using commercially reasonable efforts, all applicable

permission from a Governmental Authority, the prime contractor, or the higher-tier subcontractor (as the case may be) in circumstances

where there have been changes related to those employees in the past five years.

(xvii) No Target

Company has made any assignment of any Government Contract or any interest in any outstanding Government Contract. No Target Company has

entered into any financing arrangements with respect to any outstanding Government Contract.

(xviii) The Target

and its Affiliates have complied in all material respects with all applicable requirements of the Small Business Innovation Research (SBIR)

program and all related Small Business Administration (“SBA”) rules and regulations, including eligibility criteria

for small business concerns under 13 C.F.R. Part 121 and the SBIR Policy Directive. All work under any SBIR Phase I or Phase II awards

received by the Target or its Affiliates has been completed. Any current or ongoing work performed by any Target Company under the SBIR

program is being conducted under one or more Phase III awards or contracts and is not subject to SBIR-specific size limitations or other

eligibility restrictions applicable to Phases I and II. Each certification or representation made by any Target Company in connection

with any SBIR proposal or award, including certifications of eligibility, performance of research and development work, and compliance

with funding and reporting requirements, was accurate and complete when made. The Target Companies used any SBIR funding in accordance

with applicable law, the terms of the award, and relevant SBIR program requirements. No Target Company has received written notice, or

to the Knowledge of the Target, oral notice from the SBA or any other Governmental Authority alleging that a Target Company was ineligible

for any SBIR award it received, that a Target Company failed to comply with SBIR program requirements, or that any certification or representation

related to an SBIR proposal or award was inaccurate or misleading. There is no pending or, to the Knowledge of the Target, threatened,

audit, inquiry, investigation, or legal proceeding involving any Target Company’s participation in the SBIR program. To the Knowledge

of the Target, there is no basis for legal recourse against any Target Company related to its eligibility for, participation in, or performance

under any SBIR award.

(k) Target Permits.

Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or

her duties with respect to his or her employment with any Target Company) holds all material Permits required to own, lease and operate

its assets and properties (collectively, the “Target Permits”). Section 3.3(k) of the Target Disclosure

Letter sets forth a true, correct and complete list of all Target Permits held by the Target Companies. To the Knowledge of the Target,

each Target Permit is in full force and effect and will, upon its termination or expiration, be timely renewed or reissued upon terms

and conditions substantially similar to its existing terms and conditions and there are no Legal Proceedings pending or, to the Knowledge

of the Target, threatened, that seek the revocation, cancellation, limitation, suspension, restriction, adverse modification or termination

of any Target Permit. No Target Company is in material default or violation of any Target Permit applicable to such Target Company.

(l) Litigation. Except

as described on Section 3.3(l) of the Target Disclosure Letter, there are no (a) Legal Proceedings of any nature currently pending

or, to the Target’s Knowledge, threatened, against any Target Company or any of its properties or assets, or any of the directors

or officers of any Target Company with regard to their actions as such; (b) to the Knowledge of the Target, pending or threatened audits,

examinations or investigations by any Governmental Authority against any Target Company; (c) pending or written threatened Legal Proceedings

by any Target Company against any third party; (d) no settlements or similar agreements that imposes any material ongoing obligations

or restrictions on any Target Company; and (e) no Orders imposed or, to the Knowledge of the Target, threatened to be imposed upon any

Target Company or any of their respective properties or assets, or any of the directors or officers of any Target Company with regard

to their actions as such.

(m) Material Contracts.

(i) Section

3.3(m)(i) of the Target Disclosure Letter sets forth a true, correct and complete list of all Contracts described in clauses (A)

through (S) below, other than the Target Benefit Plans (except that the Contracts listed in respect of clauses (J) and (L) shall

include any applicable Target Benefit Plans), to which, as of the date of this Agreement, any Target Company is a party or by which any

Target Company, or any of its properties or assets, are bound or affected (each Contract required to be set forth on Section 3.3(m)(i)

of the Target Disclosure Letter, a “Target Material Contract”). True, correct, complete copies of the Target

Material Contracts, including amendments thereto, have been delivered or made available to the Purchaser. The Target Material Contracts

include:

(A) Each

Contract that contains covenants that limit the ability of any Target Company (or purports to bind any Affiliate thereof) (1) to compete

in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person

in any material respect, including any non-competition covenants, customer non-solicit covenants, exclusivity restrictions, rights of

first refusal or most-favored pricing clauses, or (2) to purchase or acquire an interest in any other Person;

(B) Each

joint venture Contract, profit-sharing agreement, partnership, limited liability company agreement with a third party or other similar

agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

Contracts that involve any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option

or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or

nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(D) All

Contracts that involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value

in excess of $500,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests

of any Target Company or another Person;

(E) Each

Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of any of Target

Company (other than in the ordinary course of business), in each case, whether by merger, purchase or sale of stock or assets or otherwise

(other than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business), occurring in

the last three (3) years and/or relating to the pending or future acquisitions or dispositions, in each case, involving aggregate payments

in excess of $500,000;

(F) Each

obligation to make payments in excess of $1,000,000, contingent or otherwise, arising out of the prior acquisition of the business, assets

or stock of other Persons;

(G) Each

lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the ownership

of, leasing of, title to, use of, or any leasehold or other interest in any personal property; and (B) involves aggregate annual payments

in excess of $100,000 for agreements related to real property and $100,000 individually for agreements related to personal property;

(H) Each

Contract that by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies

under such Contract or Contracts of at least $1,000,000 per year or $5,000,000 in the aggregate;

(I) All

Contracts with any Top Customer or Top Supplier (other than purchase orders, invoices, statements of work and non-disclosure or similar

agreements entered into in the ordinary course of business consistent with past practice that do not contain any material terms relating

to the Contract underlying the applicable Top Customer or Top Supplier relationship);

(J) Each

collective bargaining (or similar) agreement or Contract between the Target Company on one hand, and any labor union or other body representing

employees of the Target Company on the other hand;

(K) All

Contracts that obligate the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after

the date hereof in excess of $1,000,000;

(L) Any

Contract that is between any Target Company and any directors, officers or employees of a Target Company that provide for change in control,

retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the Business Combination

or the other transactions contemplated by the Transaction Documents;

(M) Any

Contract that obligates the Target Companies to make any capital commitment or expenditure in excess of $1,000,000 (including pursuant

to any joint venture);

(N) All

Contracts that relate to a material settlement entered into within three (3) years prior to the date of this Agreement or under which

any Target Company has outstanding obligations (other than customary confidentiality obligations) in excess of $1,000,000;

(O) Any

Contract which (A) contains any assignment or license of, or any covenant not to assert or enforce, any Owned Intellectual Property material

to the business of any Target Company; (B) pursuant to which any Owned Intellectual Property material to the business of any Target Company

is or was developed by, with or for any Target Company; or (C) pursuant to which any of the Target Companies either (1) grants to a third

Person (I) a license, immunity, or other right in or to any Owned Intellectual Property material to the business of any Target Company

or (II) an exclusive license, immunity, or other right in or to any Owned Intellectual Property; or (2) is granted by a third Person a

license, immunity, or other right in or to any Intellectual Property or IT Assets material to the business of any Target Company, provided,

however, none of the following will be required to be set forth on Section 3.3(m)(i)(O) of the Target Disclosure Letter but will

constitute Target Material Contracts if they otherwise qualify: (w) non-exclusive licenses of Owned Intellectual Property granted to suppliers,

customers or end users in the ordinary course of business; (x) licenses of open source Software; (y) Off-the-Shelf Software; and (z) invention

assignment and confidentiality agreements with employees and contractors on standard forms made available to Purchaser and without any

material deviations or exceptions;

(P) All

Contracts involving transactions with an Affiliate of any Target Company (other than employment agreements, employee confidentiality and

invention assignment agreements, equity or incentive equity documents and Organizational Documents);

(Q) Any

Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority;

(R) All

Contracts with any Governmental Authority to which any Target Company is a party, including any Government Contracts and Government Bids;

and

(S) that

will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed

by the Target as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act

as if the Target was the registrant.

(ii) Except for

any Target Material Contract that is terminated or expires following the date hereof in accordance with its terms, each Target Material

Contract is valid, binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of the Target,

each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability

Exceptions). Except as would not reasonably be expected to be material to the Target Companies, taken as a whole, except for any Target

Material Contract that is terminated or expires following the date hereof in accordance with its terms and except as otherwise disclosed

in Section 3.3(m)(ii) of the Target Disclosure Letter, with respect to each Target Material Contract: (1) no Target Company is

in breach of or default under, and no event has occurred that with the passage of time or giving of notice or both would constitute a

material breach of or default under by any Target Company, or permit termination or acceleration by the other party thereto, such Target

Material Contract; (2) no party to any Target Material Contract has given any written notice of any such breach, default or event described

in clause (1); and (3) no Target Company has received written, or the Knowledge of the Target, oral notice of an intention by any

party to any such Target Material Contract that provides for a continuing obligation by any party thereto to terminate such Target Material

Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect any Target

Company in any material respect.

(n) Intellectual Property.

(i) Section

3.3(n)(i) of the Target Disclosure Letter sets forth a true, accurate, and complete list of: (1) all U.S. and foreign registered or

issued Intellectual Property and applications owned or licensed by a Target Company or otherwise used or held for use by a Target Company

in which a Target Company is the owner, applicant or assignee (“Target Registered IP”), specifying as to each

item, as applicable: (A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions in which the item

is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance, registration or application

numbers and dates; and (2) all material unregistered trademarks and service marks. Each item of Target Registered IP is valid, subsisting

and enforceable. Each Target Company owns, free and clear of all Liens (other than Permitted Liens or any Liens set out on Section

3.3(n)(i) of the Target Disclosure Letter), has valid and enforceable rights in, and has the right to use, sell, license, transfer

or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed

by such Target Company. No item of Target Registered IP that consists of a pending Patent application fails to identify all pertinent

inventors, and for each Patent and Patent application in the Target Registered IP, the Target Companies have obtained valid assignments

of inventions from each inventor. Except as set forth on Section 3.3(n)(i) of the Target Disclosure Letter, all Target Registered

IP and other Owned Intellectual Property are owned exclusively by the applicable Target Company without obligation to pay royalties, licensing

fees or other fees, or otherwise account to any third party with respect to such Target Registered IP and other Owned Intellectual Property,

and such Target Company has recorded assignments of all Target Registered IP.

(ii) Each Target

Company has a valid and enforceable written license or other valid right to use all other Target IP, including Intellectual Property that

is the subject of the Target IP Licenses applicable to such Target Company. The Target IP Licenses include all of the licenses, sublicenses

and other agreements or permissions necessary to operate the Target Companies as presently conducted. Each Target Company has performed

all obligations imposed on it in the Target IP Licenses, has made all payments required to date, and such Target Company is not, nor,

to the Knowledge of the Target, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice

or lapse of time or both would constitute a default thereunder. The continued use by the Target Companies of the Intellectual Property

that is the subject of the Target IP Licenses in the same manner that it is currently being used is not restricted by any applicable license

of any Target Company. All registrations for Intellectual Property that are owned by or exclusively licensed to any Target Company are

valid, in force and in good standing with all required fees and maintenance fees having been paid with no Legal Proceedings pending, and

all applications to register any Intellectual Property are pending and in good standing, all without challenge of any kind. No Target

Company is party to any Contract that requires a Target Company to assign to any Person any or all of its rights in any Intellectual Property

developed by a Target Company under such Contract.

(iii) Each Target

Company has performed all material obligations imposed on it in each material license, sublicense and other agreement under which a Target

Company is the licensor (each, an “Outbound IP License”), and such Target Company is not, nor, to the Target’s Knowledge,

is any other party thereto, in material breach or default thereunder, nor, to the Knowledge of the Target, has any event occurred that

with notice or lapse of time or both would constitute a material default thereunder.

(iv) No Legal

Proceeding is pending or, to the Target’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,

ownership, or right to use, sell, license or sublicense, or that otherwise relates to, any Target IP, nor, to the Knowledge of the Target,

is there any reasonable basis for any such Legal Proceeding. No Target Company has received any written or, to the Knowledge of the Target,

oral notice or claim asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property

of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company,

nor to the Knowledge of the Target is there a reasonable basis therefor. There are no Orders to which any Target Company is a party or

its otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned

by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual

Property, or (iii) other than the Outbound IP Licenses, grant any third Person any right with respect to any Intellectual Property owned

by a Target Company. No Target Company is currently infringing, or has, in the past, six (6) years, infringed, misappropriated or violated

any Intellectual Property of any other Person in any material respect in connection with the ownership, use or license of any Owned Intellectual

Property or otherwise in connection with the conduct of the respective businesses of the Target Companies. To the Target’s Knowledge,

no third party is currently, or in the past six (6) years has been, infringing upon, misappropriating or otherwise violating any Target

IP.

(v) No current

or former officers, employees or independent contractors of a Target Company has any ownership interest in any Owned Intellectual Property

and no Person has claimed or asserted in writing any ownership interest or other rights in or to any Owned Intellectual Property. To the

Target’s Knowledge, there has been no violation of a Target Company’s policies or practices related to protection of Target

IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. To the Target’s

Knowledge, none of the employees of any Target Company is obligated under any Contract, or subject to any Order, that would materially

interfere with the use of such employee’s reasonable efforts to promote the interests of the Target Companies, or that would materially

conflict with the business of any Target Company as presently conducted or contemplated to be conducted. Each Target Company has taken

commercially reasonable efforts and security measures designed to maintain the security of all material Owned Intellectual Property, including

measures designed to protect the secrecy and confidentiality of the material Target IP. All Persons who have participated in or contributed

to the creation or development of any material Owned Intellectual Property have executed written agreements pursuant to which all of such

Person’s right, title and interest in and to any such Owned Intellectual Property has been irrevocably assigned (by a present tense

assignment) to the Target Companies (or all such right, title, and interest vested in the Target Companies by operation of Law).

(vi) Each Target

Company is in all material respects in compliance with all licenses governing any open source Software that is incorporated (either directly

by any Target Company, or indirectly, by the incorporation of third party Software that itself incorporates open source Software) into,

used, intermingled, or bundled with any material Owned Intellectual Property. No open source Software is or has been included, incorporated

or embedded in, linked to, combined, made available or distributed with, or used in the development, operation, delivery or provision

of any Target Software in a manner that requires any Target Company to: (i) disclose, distribute, license or otherwise make available

to any Person (including the open source community) any source code to such Target Software; (ii) license any such Target Software or

other material Owned Intellectual Property for making modifications or derivative works; (iii) disclose, distribute, license or otherwise

make available to any Person any such Target Software or other material Owned Intellectual Property for no or nominal charge; or (iv)

grant a license to, or refrain from asserting or enforcing any of, its Patents (each of (i) – (iv), a “Copyleft Action”).

No Person other than a Target Company possesses, or has an actual or contingent right to access or possess, a copy in any form of any

source code for any Target Software and all such source code is in the applicable Target Company’s sole possession and has been

maintained as strictly confidential.

(vii) Except as

set forth on Section 3.3(n)(vii) of the Target Disclosure Letter, no government funding, nor any facilities of a university, college,

other educational institution, or similar institution, or research center, was used by any Target Company in the development of any Owned

Intellectual Property. No Governmental Authority has any (i) ownership interest or exclusive license in or to any material Owned Intellectual

Property, (ii) “unlimited rights” (as defined in 48 C.F.R. § 52.227-14 and in 48 C.F.R. § 252.227-7013(a)) in or

to any of the Software, or (iii) “march in rights” (pursuant to 35 U.S.C. § 203) in or to any Patents constituting material

Owned Intellectual Property.

(viii) No Person

has obtained unauthorized access to information and data (including personally identifiable information) in the possession of a Target

Company or in their control, or otherwise held or processed on their behalf, nor has there been any loss, damage, disclosure, use, breach

of security, or other material compromise of the security, confidentiality or integrity of such information or data. No Target Company

has experienced any material information security incident that has compromised the integrity or availability of the information technology,

operational technology, or software applications the Target Companies own, operate, or outsource, or the information or data thereon.

No material written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data

or relating to any information security-related incident has been received by a Target Company nor has a Target Company been required

by applicable law, regulation, or contract to notify in writing, any person or entity of any personal data or information security-related

incident. Each Target Company has complied in all material respects with all applicable Laws, Contract requirements and policies relating

to privacy, personal data protection, cybersecurity and the collection, processing and use of personal information. Except in each case

as set forth on Section 3.3(n)(viii) of the Target Disclosure Letter, each Target Company has implemented appropriate policies

and commercially reasonable security (a) regarding the collection, use, disclosure, retention, processing, transfer, confidentiality,

integrity, and availability of data (including personally identifiable information) and business proprietary or sensitive information,

in its possession or control, or held or processed on its behalf, and (b) regarding the integrity and availability of the information

technology, operational technology, and software applications the Target Company owns, operates, or outsources. The IT Assets do not contain

any material malware, viruses, malicious code, “worms,” “Trojan horses,” “back doors,” or other vulnerabilities,

or unauthorized tools or scripts that could reasonably be expected to adversely impact the confidentiality, integrity and availability

of the information technology and operational technology systems, and software applications. The IT Assets operate and perform as required

by the Target Companies for the operation of its business as currently conducted, except in each case as would not, individually or in

the aggregate, reasonably be expected to have a material impact on the Target Companies.

(ix) The Target

Companies (i) maintain a technical description of any neural networks used in or with any proprietary AI/ML that is sufficiently detailed

to reasonably skilled programmers to modify, debug, and improve such neural networks in the ordinary course of business; (ii) retain information

in human-readable form that explains (or could be used to explain) the decisions made or facilitated by any proprietary AI/ML, which can

readily be provided to regulators upon request; (iii) have materially complied with all applicable legal requirements and industry standards

applicable to any proprietary AI/ML (including the ethical or responsible use thereof); (iv) have not received (and are not subject to

or otherwise not aware of) any (A) complaint, claim, proceeding or litigation alleging that training data used in the development, training,

improvement or testing of any proprietary AI/ML Software was falsified, biased, untrustworthy or manipulated in an unethical or unscientific

way; (B) report, finding or impact assessment of any internal or external auditor, technology review committee, independent technology

consultant, whistle-blower, transparency or privacy advocate, labor union, journalist or academic that makes any such allegation in (A);

or (C) request from regulators or legislators concerning any proprietary AI/ML; (v) have not (1) used any AI/ML (including Generative

AI) to generate, create, or develop any Owned Intellectual Property; (2) included any Owned Intellectual Property in any prompts or inputs

into any AI/ML (including Generative AI); or (3) used any AI/ML (nor sold or offered for sale or distribution any AI product) either (x)

for any “Prohibited Artificial Intelligence Practices” (as described in Article 5 of the European Union’s Artificial Intelligence

Act); or (y) that is considered “high-risk” (as described in Article 5 of the European Union’s Artificial Intelligence Act).

None of the Target Companies has used any “scrapers,” “spiders,” “bots” or other automated Software

programs or processes to extract or collect information, data, or content from any social media network or any other third party online

source. Section 3.3(n)(ix) of the Target Disclosure Letter sets forth a true, complete, and accurate list of all third-party data

used to train, teach, or improve any AI/ML that is material to the development of any Owned Intellectual Property or the ongoing operation

or improvement of any Owned Intellectual Property (“Third-Party Datasets”). The Target Companies have complied with

all license terms applicable to, and obtained all necessary rights and paid all necessary payment required for, such Third-Party Datasets.

(x) The consummation

of any of the transactions contemplated by the Transaction Documents will not result in the material breach, material modification, cancellation,

termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any Contract providing

for the license or other use of material Intellectual Property owned by a Target Company, or (ii) any Target IP License. Following the

closing of the Business Combination, the Target shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of

the Target Companies’ rights under such Contracts or Target IP Licenses to the same extent that the Target Companies would have

been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts

or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise be required to pay in the absence

of such transactions.

(o) Taxes and Returns.

Except in each case as set forth on Section 3.3(o) of the Target Disclosure Letter:

(i) Each Target

Company (A) has or will have timely filed, or caused to be timely filed, all Income Tax and other material Tax Returns required to be

filed by it (taking into account all valid extensions of time to file), and all such Tax Returns are true, accurate and complete in all

material respects, and (B) has timely paid, collected, withheld or remitted, or caused to be timely paid, collected, withheld or remitted,

all Income Taxes and other material Taxes required to be paid, collected, withheld or remitted by it, whether or not such Taxes are shown

as due and payable on any Tax Return. The unpaid Taxes or Tax liabilities of the Target Companies (A) did not, as of the most recent fiscal

month end, materially exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences

between book and Tax income) set forth on the Target Financials in accordance with U.S. GAAP and (B) will not materially exceed that reserve

as adjusted for the passage of time through the closing of the Business Combination in accordance with the past custom and practice of

the Target Companies in filing their Tax Returns.

(ii) There is

no Legal Proceeding currently pending or, to the Knowledge of the Target, threatened against a Target Company by a Governmental Authority

in a jurisdiction where the Target Company does not file any Tax Returns or a particular type of Tax Return or pays any Tax or a particular

type of Tax that it is or may be subject to such Tax or required to file such Tax Return in that jurisdiction.

(iii) There are

no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Target, threatened against any Target

Company in respect of any Tax, and no Target Company has been notified in writing of any proposed claims, deficiencies or assessments

against any of them. No Target Company is currently contesting any material Tax liability before any Governmental Authority.

(iv) There are

no Liens with respect to any material Taxes upon any Target Company’s assets, other than Permitted Liens.

(v) Each Target

Company has timely and properly collected or withheld all material amounts of Taxes required to be collected or withheld by it, timely

remitted such Taxes to the appropriate Governmental Authorities, and otherwise complied in all material respects with all applicable withholding

and related reporting requirements with respect to such Taxes.

(vi) No Target

Company has requested or consented to any waivers or extensions of any applicable statute of limitations for the collection or assessment

of any Taxes, which waiver or extension (or request thereof) is outstanding or pending.

(vii) No Target

Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for

any taxable period (or portion thereof) beginning after the closing date of the Business Combination, as a result of: (i) an installment

sale or open transaction disposition that occurred on or prior to the closing date of the Business Combination; (ii) any change in

method of accounting on or prior to the closing date of the Business Combination, including by reason of the application of Section 481

of the Code (or any analogous provision of state, local or foreign Law), or the use of an improper method of accounting on or prior to

the closing date of the Business Combination; (iii) any prepaid amounts received or deferred revenue realized or received on or prior

to the closing date of the Business Combination; (iv) any intercompany transaction described in Treasury Regulations under Section 1502

of the Code (or any corresponding or similar provision of state, local or foreign Law); or (v) any “closing agreement”

pursuant to Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) or any other agreement

or arrangement with a Governmental Authority relating to Taxes.

(viii) No Target

Company has participated in or been a party to, or sold, distributed or otherwise promoted, any “reportable transaction,”

as defined in Treasury Regulations Section 1.6011-4 (or any similar or corresponding provision of state, local or foreign Law).

(ix) No Target

Company has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes (other than a group the common

parent of which is the Target). No Target Company has any Liability or potential Liability for the Taxes of another Person (other than

another Target Company) (i) pursuant to Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of U.S. state

or local Tax Law) or under any other applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise

(excluding customary commercial Contracts entered into in the ordinary course of business the primary purpose of which is not the sharing

of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement

or similar agreement, arrangement or practice (excluding agreements solely among the Target Companies and customary commercial Contracts

entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including

advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding

on any Target Company with respect to any period (or portion thereof) following the closing date of the Business Combination.

(x) No Target

Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or

similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request pending or

outstanding.

(xi) No Target

Company has ever had a permanent establishment, office, branch, fixed place of business or other taxable presence in any country other

than its jurisdiction of formation, and has not otherwise engaged in a trade or business in any country other than its jurisdiction of

formation that subjected it to Tax in such country.

(xii) No Target

Company has ever been a party to any transaction that was purported or intended to be treated as a distribution of stock qualifying, in

whole or in part, for tax-free treatment under Section 355 of the Code (or any corresponding or similar provision of U.S. state or local

Tax Law).

(xiii) The Target

is, and has at all times since its formation been, classified as a C corporation for U.S. federal, state and local income tax purposes.

The U.S. federal income tax classification of each of the Target’s Subsidiaries is as set forth on Section 3.3(o) of the

Target Disclosure Letter.

(xiv) No Target

Company has knowingly taken or failed to take (or agreed to take or not take) any action, nor is aware of any fact or circumstance, where

such action, failure to act, fact or circumstance would reasonably be expected to prevent or impede the Merger from qualifying for their

respective Intended Tax Treatments (each as defined in the Business Combination Agreement).

(p) Real Property.

(i) The Target

Companies do not own any real property.

(ii) Section

3.3(p)(ii) of the Target Disclosure Letter contains a true, correct and complete list as of the date of this Agreement of all premises

currently leased or subleased or otherwise used or occupied by a Target Company for the operation of the business of such Target Company,

and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications

thereof or waivers thereto (collectively, the “Target Real Property Leases”). To the Knowledge of the Target,

the Target Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect, subject,

in each case, to the Enforceability Exceptions. No Target Company is in breach of or default under any Target Real Property Lease, and,

to the Knowledge of the Target, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice

or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually

or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole. No Target Company has exercised,

nor has any Target Company received written notice of any other parties exercise of, any termination rights with respect to any Target

Real Property Lease.

(q) Personal Property.

Except as set forth on Section 3.3(q) of the Target Disclosure Letter, the Target Companies own and have good and marketable title

to, or a valid leasehold interest in or right to use, their respective material tangible and intangible assets and personal property,

free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible and

intangible assets and personal property of the Target Companies: (A) constitute all of the assets, rights and properties that are necessary

for the operation of the businesses of the Target Companies as they are now conducted, and taken together, are adequate and sufficient

for the operation of the businesses of the Target Companies as currently conducted; and (B) have been maintained in accordance with generally

accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually

or in the aggregate, reasonably be expected to be material to the business of the Target Companies, taken as a whole.

(r) Employee Matters.

(i) The Target

Companies are not and have never been a party to any collective bargaining agreement or other Contract covering any group of employees,

labor organization or other representative of any of the employees of such Target Company, and the Target has no Knowledge of any activities

or proceedings of any labor union or other party to organize or represent such employees. In the past three (3) years, there has not occurred

or, to the Knowledge of the Target, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with

respect to any such employees. Section 3.3(r)(i) of the Target Disclosure Letter sets forth all unresolved labor controversies

(including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Target,

threatened between the Target Companies and Persons employed by or providing services as independent contractors to the Target Companies.

(ii) Except as

set forth on Section 3.3(r)(ii) of the Target Disclosure Letter, the Target Companies are and have been in compliance in all material

respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety

and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime

wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family

and medical leave, and employee terminations, and have not received written or, to the Knowledge of the Target, oral notice that there

is any pending Legal Proceeding involving unfair labor practices against the Target Company. There are no material Legal Proceedings pending

or, to the Knowledge of the Target, threatened against the Target Companies brought by or on behalf of any applicant for employment, any

current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such

Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging

any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(iii) In the past

three (3) years, the Target Companies have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application

of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The

Target Companies have not engaged in layoffs or furloughs or effected any broad-based salary or other compensation or benefits reductions,

in each case, whether temporary or permanent, in the three (3) years prior to the date of this Agreement.

(iv) In the past

three (3) years, (i) no allegations of sexual harassment or sexual misconduct have been made in writing, or, to the Knowledge of the Target,

threatened to be made against or involving any current or former officer, director or other employee at the level of Vice President or

above by any current or former officer, employee or individual service provider of the Target Company, and (ii) the Target Company has

not entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any

current or former officer, director or other key employee.

(s) Benefit Plans.

(i) Set forth

on Section 3.3(s)(i) of the Target Disclosure Letter is a true and complete list of each material Target Benefit Plan. With respect

to each Target Benefit Plan, all contributions that are due have been made or, to the extent not yet due, are properly accrued in accordance

with GAAP on the Target Financials.

(ii) Each Target

Benefit Plan is and has been operated, administered, maintained, and funded at all times in compliance with its terms and all applicable

Laws in all material respects, including ERISA and the Code. Each Target Benefit Plan which is intended to be “qualified”

within the meaning of Section 401(a) of the Code (i) has received a favorable determination letter from the IRS to be so qualified (or

is based on a prototype plan which has received a favorable opinion letter upon which the Target Company is entitled to rely) or (ii)

the Target Company has requested an initial favorable IRS determination of qualification and/or exemption within the period permitted

by applicable Law. To the Target’s Knowledge, no event has occurred or circumstance exists which could reasonably be expected to

adversely affect the qualified status of such Target Benefit Plans or the exempt status of such trusts.

(iii) With respect

to each Target Benefit Plan required to be listed on Section 3.3(s)(i) of the Target Disclosure Letter, the Target has made available

to Purchaser accurate and complete copies, if applicable, of: (i) all Target Benefit Plans (including any amendments, modifications or

supplements thereto); (ii) the most recent summary plan descriptions and material modifications thereto; (iii) the most recent Form 5500,

if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets;

(v) the most recent determination letter (or opinion letter) received from the IRS, if any; (vi) the most recent actuarial valuation;

and (vii) all material communications with any Governmental Authority within the last three (3) years.

(iv) With respect

to each Target Benefit Plan: (i) no Legal Proceeding is pending, or to the Target’s Knowledge, threatened (other than routine claims

for benefits arising in the ordinary course of administration and administrative appeals of denied claims); (ii) no prohibited transaction,

as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory

or administration exemption; and (iii) all contributions and premiums that are due prior to the date hereof have been made in all material

respects as required under ERISA or have been fully accrued in all material respects on the Target Financials in accordance with GAAP.

(v) Neither any

Target Company nor any ERISA Affiliate currently maintains, or within the preceding six (6) years has maintained or contributed to, a

Target Benefit Plan which is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan”

(as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise

subject to Title IV of ERISA or Section 412 of the Code, and the Target Companies have not incurred any Liability or otherwise could have

any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability

to be incurred.

(vi) Except as

set forth on Section 3.3(s)(vi) of the Target Disclosure Letter, the consummation of the transactions contemplated hereby will

not, either alone or in combination with another event, (i) entitle any current or former employee, officer or other service provider

of the Target Companies to any severance pay or increase in severance pay or any other compensation payable by the Target Companies, (ii)

accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such employee, officer or other

individual service provider by the Target Companies,(iii) directly or indirectly cause the Target Companies to transfer or set aside any

assets to fund any material benefits under any Target Benefit Plan, or (iv) otherwise give rise to any material liability under any Target

Benefit Plan. The consummation of the transactions contemplated by the Transaction Documents will not, either alone or in combination

with another event, result in any “excess parachute payment” under Section 280G of the Code. No Target Benefit Plan 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.

(vii) Except to

the extent required by Section 4980B of the Code or similar state Law, the Target Companies do not provide health or welfare benefits

to any former or retired employee and are not obligated to provide such benefits to any active employee following such employee’s

retirement or other termination of employment or service.

(viii) Except

as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole, each

Target Benefit Plan that is subject to Section 409A of the Code has been administered in compliance, and is in documentary compliance,

in all material respects with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance

issued thereunder.

(ix) Each Target

Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material Liability

to the Target Companies, the Company, or any of their Affiliates, other than ordinary administration expenses typically incurred in a

termination event.

(t) Environmental Matters.

Except as set forth in Section 3.3(t) of the Target Disclosure Letter:

(i) Each Target

Company is in compliance in all material respects with all applicable Environmental Laws.

(ii) No material

Legal Proceeding is pending or, to the Target’s Knowledge, threatened with respect to the Target Companies’ compliance with

or liability under Environmental Laws, and, to the Knowledge of the Target, there are no facts or circumstances that could reasonably

be expected to form the basis of such a material Legal Proceeding.

(iii) No Target

Company is the subject of any outstanding Order of any Governmental Authority relating to (1) any material non-compliance by such Target

Company with Environmental Laws, (2) any Remedial Legal Proceeding, or (3) the Release or threatened Release of a Hazardous Material.

(iv) To the Target’s

knowledge, there has been no material release of any Hazardous Material by the Target Companies (1) at, in, on or under any property underlying

Target Real Property Leases or in connection with the Target’s or its Subsidiaries’ respective operations of the property

underlying Target Real Property Leases or (2) at, in, on or under any property formerly owned or underlying Target Real Property Leases

during the time that the Target or any of its Subsidiaries owned or leased such property or at any other location where Hazardous Materials

generated by the Target Companies have been transported to, sent, placed or disposed of in a quantity or manner requiring reporting, investigation,

remediation, monitoring or other response action by the Target Companies pursuant to applicable Environmental Laws.

(v) To the Knowledge

of the Target, there is no investigation of the business, operations, or currently or formerly owned, operated, or leased property of

a Target Company pending or threatened in writing that could lead to the imposition of any material Liens (other than Permitted Liens)

under any Environmental Law or material Environmental Liabilities.

(vi) To the Knowledge

of the Target, no Target Company has disposed of or released any Hazardous Material at, on or under any facility currently or formerly

owned or operated by any of the Target Companies or any third-party site, in each case in a manner that would be reasonably likely to

give rise to a material liability of the Target Companies for investigation costs, cleanup costs, response costs, corrective action costs,

personal injury, property damage, natural resources damages or attorney fees under any Environmental Laws.

(vii) The Target

has made available to the Purchaser all material written environmental reports, audits, assessments, liability analyses, memoranda and

studies in the possession of, or conducted by, the Target Companies with respect to compliance or liabilities under Environmental Law.

(u) Transactions with

Related Persons. Except as set forth on Section 3.3(u) of the Target Disclosure Letter, and except for in the case of any employee,

officer or director, of any employment Contract or Target Benefit Plans made in the ordinary course of business consistent with past practice,

no Target Company is a party to any transaction or Contract with any (a) present or former executive officer or director of any of the

Target Companies, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or

equity interests of any of the Target Companies or (c) any Affiliate, “associate” or any member of the “immediate family”

(as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided that in each case

of the foregoing, excluding any transaction or Contract between or among the Target’s Subsidiaries or between or among the Target

and any of its Subsidiaries. To the Knowledge of the Target, no Related Person or any Affiliate of a Related Person has, directly or indirectly,

a material economic interest in any Contract with any of the Target Companies (other than such Contracts that relate to any such Person’s

ownership of the equity interests of any Target Company as set forth on Section 3.3(c)(i) of the Target Disclosure Letter or such

Person’s employment or consulting arrangements with the Target Companies).

(v) Insurance.

(i) Section

3.3(v)(i) of the Target Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of property,

fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the business

of any Target Company (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy). As of the date

hereof, all premiums due and payable under all such insurance policies have been paid and the Target Companies are otherwise in material

compliance with the terms of such insurance policies. Each such insurance policy is legal, valid and binding, and is enforceable and in

full force and effect, subject, in each case, to the Enforceability Exceptions. No Target Company has any self-insurance or co-insurance

programs. In the past three (3) years, no Target Company has received any written notice from, or on behalf of, any insurance carrier

relating to or involving any adverse material change, notice of cancellation or termination, any change other than in the ordinary course

of business in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

(ii) Section

3.3(v)(ii) of the Target Disclosure Letter identifies each individual insurance claim in excess of $500,000 made by a Target Company

in the past three (3) years. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably

be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the

Target Companies, taken as a whole. To the Knowledge of the Target, no event has occurred, and no condition or circumstance exists, that

would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such

insurance claim. No Target Company has made any claim against an insurance policy as to which the insurer has denied coverage.

(w) Top Customers and

Suppliers.

(i) Section

3.3(w)(i) of the Target Disclosure Letter lists as of the date of this Agreement, by aggregate dollar value of the Target Companies

business’ transaction volume with such counterparty, as applicable, for each of (i) the twelve (12) months ended on March 31, 2025

and (ii) the twelve (12) months ended on March 31, 2024, the three (3) largest customers of the Target Companies, taken as a whole (the

“Top Customers”). To the Knowledge of the Target, as of the date hereof, no such Top Customer has provided written

notice to the Target Companies (i) of its intention to cancel or otherwise terminate, or materially reduce, its relationship with the

Target Companies, taken as a whole, or (ii) that any Target Company is in material breach of the terms of any Contract to which it is

a party with such Top Customer. To the Knowledge of the Target, as of the date hereof, no Top Customer has asserted or threatened in writing

a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, its obligations with respect

to a material Contract as a result of or arising out of the COVID-19 pandemic.

(ii) Section

3.3(w)(ii) of the Target Disclosure Letter lists as of the date of this Agreement, by aggregate dollar value of the Target Companies’

business’ transaction volume with such counterparty, as applicable, for each of (i) the twelve (12) months ended on March 31, 2025

and (ii) the twelve (12) months ended on March 31, 2024, the ten (10) largest suppliers or manufacturers of goods or services to the Target

Companies, taken as a whole (the “Top Suppliers”). To the Knowledge of the Target, as of the date hereof, no

such Top Supplier has provided written notice to the Target Companies (i) of its intention to cancel or otherwise terminate, or materially

reduce, its relationship with the Target Companies, taken as a whole, or (ii) that any Target Company is in material breach of the terms

of any Contract to which it is a party with such Top Supplier. To the Knowledge of the Target, as of the date hereof, no Top Supplier

has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole

or in part, its obligations with respect to a material Contract as a result of or arising out of the COVID-19 pandemic.

(iii) Except as

set forth on Section 3.3(w)(i) of the Target Disclosure Letter and Section 3.3(w)(ii) of the Target Disclosure Letter, none

of the Top Customers or Top Suppliers has, as of the date of this Agreement, notified any Target Companies in writing that it is in a

material dispute with the Target Companies or their respective businesses.

(x) Certain Business Practices.

(i) To the Target’s

Knowledge, no Target Company, nor any of their respective Representatives acting on their behalf has offered, given, paid, promised to

pay, or authorized the payment of anything of value to (i) an official or employee of a foreign or domestic Governmental Authority; (ii)

a foreign or domestic political party or an official of a foreign or domestic political party; or (iii) a candidate for foreign or domestic

political office, in any such case under circumstances where such Target Company or Representative thereof knew that all or a portion

of such thing of value would be offered, given, or promised to an official or employee or a foreign or domestic Governmental Authority,

a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for a foreign or domestic

political office (in each case in violation of any Anti-Bribery Law). To the Target’s Knowledge, no Target Company nor any Representative

of any Target Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to

any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Bribery

Law or Anti-Money Laundering Law. To the Target’s Knowledge, no Target Company nor any Representative of any Target Company has

received any written notice, request, or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery

Law or Anti-Money Laundering Law. To the Target’s Knowledge, there are no actions, conditions, or circumstances that would reasonably

be expected to give rise to any future Actions against the Target related to any actual or alleged violation of any Anti-Bribery Law or

Anti-Money Laundering Law. Each of the Target Companies has conducted operations in material compliance with all applicable financial

recordkeeping and reporting requirements of the Anti-Bribery Laws and Anti-Money Laundering Laws.

(ii) The operations

of each Target Company are and since April 24, 2019 have been conducted at all times in compliance with economic sanctions, export controls,

and money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules,

regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Legal Proceeding involving a Target

Company with respect to any of the foregoing is pending or, to the Knowledge of the Target, threatened.

(iii) No Target

Company nor, any of their respective directors, officers or, to the Knowledge of the Target, any other Representative acting on behalf

of a Target Company, is or has been: (i) identified on any applicable sanctions-related list of designated or blocked persons (including

without limitation the SDN List) (ii) otherwise the subject or target of any U.S. sanctions administered by the U.S. government, (iii)

located, organized, or resident in a Sanctioned Jurisdiction; or (iv) owned, directly or indirectly, individually or in the aggregate,

fifty percent (50%) or more or otherwise controlled by any of the foregoing.

(iv) The Target

Companies have since April 24, 2019 maintained in place and implemented controls and systems designed to ensure compliance with economic

sanctions and export controls administered and maintained by the U.S. government.

(v) No Target

Company has since April 24, 2019, directly or indirectly, knowingly used any funds, or loaned, contributed or otherwise made available

such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in a Sanctioned Jurisdiction

or for the purpose of financing the activities (x) of any Person currently the subject or target of U.S. sanctions administered by the

U.S. government, or (y) in any other manner that would constitute a violation of, any U.S. sanctions administered by U.S. government.

(y) Investment Company

Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting

on behalf of an “investment company”, or required to register as an “investment company”, in each case within

the meaning of the Investment Company Act of 1940, as amended.

(z) Finders and Brokers.

Except as reflected on Section 3.3(z) of the Target Disclosure Letter, no broker, finder, investment banker or other Person is

entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finders’ fee or other similar commission,

for which any Target Company would be liable in connection with the Transactions based upon arrangements made by any Target Company or

any of their Affiliates.

(aa) No General Solicitation.

Neither the Target nor any person acting on its behalf has engaged in any form of general solicitation or general advertising (within

the meaning of Regulation D) in connection with any offer or sale of the Securities. The Securities 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. Neither the

Target nor any person acting on the Target’s behalf has, directly or indirectly, at any time within the past six (6) months, made

any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would cause the offering of

the Securities pursuant to this Agreement to be integrated with prior offerings by the Target for purposes of the Securities Act or any

applicable shareholder approval provisions. Neither the Target nor any person acting on the Target’s behalf has offered or sold

any securities, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities,

as contemplated hereby, to the registration provisions of the Securities Act.

(bb) Disqualification

Events. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification

Event”) is applicable to the Target, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3)

is applicable.

(cc) No Additional Representations

or Warranties. Except as provided in this Section 3.3, none of the Target Companies nor any of their respective Affiliates,

nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or

is making, any representation or warranty whatsoever to the Purchaser or its Affiliates or any other Person and no such party shall be

liable in respect of the accuracy or completeness of any information provided to the Purchaser or its Affiliates or any other Person.

ARTICLE

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only

be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant

to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge

as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel

selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory

to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and, if permitted pursuant

to the terms thereof, the Registration Rights Agreement and shall have the rights and obligations of the Purchaser under this Agreement

and the Registration Rights Agreement, if a party thereto.

(b) The Purchaser agrees

to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

NEITHER THIS SECURITY NOR THE SECURITIES

INTO WHICH THIS SECURITY IS CONVERTIBLE HAS 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 CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that the Purchaser

may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in

some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under

the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement,

the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties; provided, however, that, as a prerequisite

to such pledge, the Purchaser shall (x) provide notice to the Company of such pledge or transfer at least five (5) Business Days prior

thereto and (y) cause to be delivered to the Company customary legal opinions of legal counsel of the pledgee, secured party and pledgor

as shall be reasonably requested by the Company in connection therewith. Thereafter, at the Purchaser’s expense, the Company will

execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with

a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement,

the preparation and filing of any required prospectus supplement under Rule 424(b) under the Securities Act or other applicable provision

of the Securities Act to appropriately amend the list of selling securityholders thereunder.

evidence of issuance by book entry, as applicable) evidencing the Underlying Shares shall not contain any legend (including the legend

set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale

of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144 or (iii)

as otherwise provided in the Certificate of Designation. The Company shall use commercially reasonable efforts to cause its counsel to

issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect

the removal of the legend hereunder or if requested by the Purchaser, respectively, in each case, if the proposed sale is to be made pursuant

to an effective registration statement or subject to an exemption from registration under the federal securities laws. If all or any shares

of Preferred Stock are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement

to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance

with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), or if the Underlying Shares may

be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under

required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Underlying Shares and without volume or manner-of-sale restrictions

or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and

pronouncements issued by the staff of the Commission) or as provided in the Certificate of Designation or Warrants, then such Underlying

Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no

longer required under this Section 4.1(c), it will, no later than the number of Trading Days comprising the Standard Settlement

Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate (or reasonable evidence

of issuance by book entry, as applicable) representing Underlying Shares, as applicable, issued with a restrictive legend, deliver or

cause to be delivered to the Purchaser a certificate (or reasonable evidence of issuance by book entry, as applicable) representing such

shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions

to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares

subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s

prime broker with the Depository Trust Company System as directed by the Purchaser. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of a certificate (or reasonable evidence of issuance by book entry, as applicable)

representing Underlying Shares, as applicable, issued with a restrictive legend.

(d) The Purchaser agrees

with the Company that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including

any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration

Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive

legend from certificates (or reasonable evidence of issuance by book entry, as applicable) representing Securities as set forth in this

Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Acknowledgment of Dilution.

The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution

may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents,

including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional

and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution

or any claim the Company may have against the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership

of the other stockholders of the Company.

4.3 Furnishing of Information; Public Information.

Until the time that the Purchaser does not own any Securities, the Company shall use commercially reasonable efforts to maintain the registration

of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file all reports required to be filed by the Company

after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange

Act.

4.4 Integration. The Company shall

not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities

Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities

Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations

of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder

approval is obtained before the closing of such subsequent transaction.

4.5 Conversion and Exercise Procedures.

Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Certificate of Designation

set forth the totality of the procedures required of the Purchaser in order to exercise the Warrants or convert its Preferred Stock. Without

limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion shall be required, nor shall any medallion

guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice of Conversion form be required in order to

exercise the Warrants or convert its Preferred Stock. No additional legal opinion, other information or instructions shall be required

of the Purchaser to exercise its Warrants or convert its Preferred Stock. The Company shall honor exercises of the Purchaser’s Warrants

and conversions of the Purchaser’s Preferred Stock and shall deliver Underlying Shares in accordance with the terms, conditions

and time periods set forth in the Transaction Documents.

4.6 Securities Laws Disclosure; Publicity.

Neither the Company nor the Target shall publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing

with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser (not to be unreasonably

withheld, delayed or conditioned), except (a) as required by federal securities law or requested by the staff of the Commission

in connection with (i) any filings in connection with the Business Combination, (ii) any registration statement contemplated by the Registration

Rights Agreement and (iii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required

by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted

under this clause (b).

4.7 Stockholder Rights Plan. No

claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that exclusively as a result of the

transactions contemplated by this Agreement the Purchaser is an “Acquiring Person” under any control share acquisition,

business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in

effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement,

by virtue of receiving Securities under the Transaction Documents.

4.8 Non-Public Information. The

Company and the Target covenant and agree that neither they, nor any other Person acting on their behalf will provide the Purchaser or

its agents or counsel with any information that constitutes, or the Company and the Target reasonably believe constitutes, material non-public

information, unless prior thereto the Purchaser shall have consented to the receipt of such information and agreed with the Company and

the Target to keep such information confidential. To the extent that the Company, the Target or any of their respective officers, director,

agents, employees or Affiliates delivers any material, non-public information to the Purchaser without the Purchaser’s consent,

the Company and the Target hereby covenant and agree that the Purchaser shall not have any duty of trust or confidentiality to the Company,

the Target or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, the Target or any

of their respective officers, directors, agents, employees or Affiliates not to trade while aware of, such material, non-public information,

provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction

Document constitutes, or contains, material, non-public information regarding the Company or the Target, the Company shall if reasonably

practicable simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company and the Target understand

and confirm that the Purchaser shall be relying on the foregoing covenants in effecting transactions in securities of the Company.

4.9 Use of Proceeds. The Company

shall use the net proceeds from the sale of the Securities hereunder for general corporate and working capital purposes, in the Company’s

exclusive discretion.

4.10 Indemnification.

(a) Subject to the provisions

of this Section 4.10, the Company will indemnify and hold each Purchaser Party harmless from any and all Losses that any such Purchaser

Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements

made by the Company in this Agreement or in the other Transaction Documents (unless such Loss is primarily based upon a material breach

of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings

such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws

or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).

(b) Subject to the provisions

of this Section 4.10, the Target will indemnify and hold each Purchaser Party, harmless from any and all Losses that any such Purchaser

Party may suffer or incur as a result of or relating to any breach of any of the representations and warranties of the Target Companies

found exclusively in Section 3.3, covenants or agreements made by the Target in this Agreement or in the other Transaction Documents

(unless such Loss is primarily based upon a material breach of such Purchaser Party’s representations, warranties or covenants under

the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations

by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct).

of this Section 4.10, the Purchaser will, severally and not jointly, indemnify and hold (i) each Company Party and (ii) each Target

Party, harmless from any and all Losses that any such Company party or Target Party (as applicable) may suffer or incur as a result of

or relating to any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement

or in the other Transaction Documents (unless such Loss is primarily based upon a material breach of such Company Party’s or Target

Party’s (as applicable) representations, warranties or covenants under the Transaction Documents or any agreements or understandings

such Company Party or Target Party may have with any such stockholder or any violations by such Company Party or Target Party (as applicable)

of state or federal securities laws or any conduct by such Company Party or Target Party (as applicable) which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct).

(d) If any Action or Proceeding

shall be brought against any Person in respect of which indemnity may be sought pursuant to this Agreement, such Person (the “Indemnified

Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”)

in writing, but the omission to notify such Indemnifying Party will not relieve the Indemnifying Party from any liability that it may

have to any Indemnified Party under this Section 4.10 unless, and only to the extent that, such omission results in the forfeiture

of substantive rights or defenses by the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense thereof

with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ

separate counsel in any such Action or Proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall

be at the expense of such Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the

Indemnifying Party in writing, (ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to

employ counsel or (iii) in such Action or Proceeding there is, in the reasonable opinion of counsel, a material conflict on any material

issue between the position of the Indemnifying Party and the position of such Indemnified Party, in which case the Indemnifying Party

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party shall not

be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there be a

final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability

by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect

any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is or could have been a party and indemnity

could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified

Party from all liability on claims that are the subject matter of such Proceeding.

4.11 Reservation and Listing of Securities.

(a) Commencing on the Closing

Date, the Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant

to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents;

provided, however, that the Company shall not be required to reserve shares in excess of the maximum number of shares of Common Stock

that may then be legally issued pursuant to the Transaction Documents, after giving effect to any applicable beneficial ownership limitations,

exchange caps (including the 9.99% rule, if applicable), or other binding conversion or exercise restrictions set forth therein.

(b) If, on any date following

the Closing Date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of (i) the

Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents,

then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation

to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number

of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than

the 75th day after such date, provided that the Company will not be required

at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could

possibly be issued after such time pursuant to the Transaction Documents. The Company’s obligation under this Section shall be limited

to using commercially reasonable efforts to seek such approval, and failure to obtain such approval shall not constitute an event of default

under any Transaction Document, shall not trigger any automatic acceleration, mandatory redemption, penalty pricing adjustment, or similar

remedy, and shall not impose any liability on the Company or its directors.

applicable: (i) promptly after the Closing Date and in connection with the registration with the Commission of the Underlying Shares,

in the manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application

covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps

reasonably necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as practicable

thereafter and to provide to the Purchaser evidence of such listing or quotation and (iii) use commercially reasonable efforts to maintain

the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or

another Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository

Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.12 Certain Transactions and Confidentiality.

The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute

any purchases or sales of any of the Company’s securities during the period commencing with the execution of this Agreement and

ending at the Cleanse Time. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly

disclosed by the Company (the “Cleanse Time”), the Purchaser will maintain the confidentiality of the existence and

terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the

Company expressly acknowledges and agrees that, (i) the Purchaser does not make any representation, warranty or covenant hereby that it

will not engage in effecting transactions in any securities of the Company after the Cleanse Time and (ii) the Purchaser shall not be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the Cleanse Time. Notwithstanding the foregoing, if the Purchaser is a multi-managed investment vehicle whereby separate

portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the covenant set forth above

shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase

the Securities covered by this Agreement.

4.13 Blue Sky Filings. The Company

shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities

for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States.

4.14 No-short Covenant.

(a) From the date hereof

until the date that is twelve (12) months following the Closing Date (the “Restricted Period”), neither the Purchaser

nor any of its Controlled Affiliates, nor any Person acting on its or their behalf or pursuant to any understanding with any of the foregoing,

shall, directly or indirectly, engage in any transaction that establishes or increases a Net Short Position with respect to the Company’s

Common Stock, including through Short Sales, derivatives, swaps or other synthetic arrangements (whether settled in cash or by delivery)

designed to, or that reasonably could be expected to, provide a short economic exposure to the Common Stock.

(b) For the avoidance of

doubt, (i) nothing in this Section 4.14 prohibit (A) bona fide market-neutral or delta-neutral hedging transactions that do not establish

or increase a Net Short Position or (B) customary prime brokerage pledges that do not involve sales or short positions; and (ii) compliance

with this Section 4.14 shall be measured on a consolidated basis across the Purchaser and its Controlled Affiliates.

4.15 Exempt Issuance Carve-Outs; Conforming

Amendments to Certificate of Designation and Warrants.

(a) For purposes of the conversion

price and exercise price “Dilutive Issuance” provisions in the Certificate of Designation and the Warrants, “Exempt

Issuance” shall mean any issuance of Common Stock or Common Stock options or equivalents by the Company after Closing that falls

within one or more of the following categories: (i) issuances pursuant to employee, director or consultant equity incentive plans approved

by the Board of Directors (including inducement grants), and issuances upon exercise, vesting, conversion or settlement of any such awards;

(ii) issuances to strategic or commercial partners, suppliers or customers as bona fide consideration in connection with commercial collaborations,

joint development, licensing, distribution, supply or similar strategic transactions; (iii) issuances to governmental, multilateral or

development finance institutions (including export credit agencies) in connection with government-backed or development finance programs;

(iv) equity issued at the project or joint venture level (including to project partners or JV participants) in connection with bona fide

project financing, formation or restructuring transactions, provided that (a) such issuances are made directly to a strategic partner

in connection with a written agreement pursuant to which the equity recipient is obligated to provide material services, resources, or

funding directly to or for the benefit of the applicable project or joint venture, (b) such issuances are not made for the primary purpose

of raising general working capital or investment funds for the Company, and (c) the primary economic benefit of such issuances accrue

at the project or joint venture level rather than at the corporate level; (v) issuances in connection with debt financings, equipment

financings or capital leases, including equity “kickers” thereunder that are not priced below the then-current Conversion

Price or Exercise Price, provided that such issuances shall remain subject to the consent requirements set forth in Section 4(c) of the

Certificate of Designation; (vi) issuances in connection with acquisition earn-outs; and (vii) any issuance approved in writing by the

Required Holders under the Certificate of Designation and the comparable “Required Holders” (or equivalent) under the Warrants.

For the avoidance of doubt, issuances pursuant to at-the-market programs are not Exempt Issuances and shall be treated as Dilutive Issuances

as set forth in Section 4.15(b) of this Agreement, and, accordingly, any such issuance shall remain subject to the anti-dilution adjustment

provisions set forth in the Certificate of Designation and the Warrant, including the VWAP-based Exercise Price reset mechanism described

therein.

(b) The Company shall ensure,

as a condition to Closing, that the Certificate of Designation and the Warrants are revised to (x) include the Exempt Issuance definition

above, (y) preserve the $500,000 aggregate consideration threshold for triggering any “Dilutive Issuance” reset by excluding

Exempt Issuances from such threshold, and (z) retain the Floor Price construct already reflected in the Transaction Documents. For the

avoidance of doubt, nothing in this Section 4.15 modifies any of the price-based reset mechanics other than to exclude Exempt Issuances

from “Dilutive Issuance” triggers.

4.16 Beneficial Ownership Limitation; Company-Side

Notice.

(a) The parties acknowledge

that the Certificate of Designation and the Warrants will include a Beneficial Ownership Limitation that is holder-elected and adjustable,

with any increase in such limitation becoming effective only after 61 days’ prior notice from the applicable holder.

(b) If any conversion or

exercise would result in such holder’s beneficial ownership (together with its Affiliates and attribution parties under Section 13(d)

of the Exchange Act) exceeding 9.9% of the then-outstanding Common Stock (on a post-issuance basis), the holder shall provide the Company

with at least two (2) Trading Days’ advance written notice of such conversion or exercise (which notice shall not limit or delay

the holder’s right to convert or exercise after such two (2) Trading Day period).

4.17 Governance Confirmation. Neither

this Agreement nor any other Transaction Document confers upon the Purchaser any contractual right to designate or appoint any member

of the Board of Directors or any board observer. Voting rights of the Securities are limited to voting on an as-converted basis as set

forth in the Certificate of Designation, and the protective provisions applicable to the Preferred Stock are limited to customary class

protections set forth in the Certificate of Designation (including amendments adverse to such class, the issuance of senior or pari passu

securities, and the payment of junior dividends or redemptions prior to satisfaction of obligations to the Preferred).

4.18 No Group Status Solely by Agreement.

The parties agree that the Purchaser’s execution and performance of this Agreement and the other Transaction Documents, and any substantially

similar agreements executed by other purchasers, do not by themselves constitute the Purchaser and any other purchaser as a “group”

within the meaning of Section 13(d) of the Exchange Act.

4.19 Short Selling Restriction.

Each Purchaser agrees that, from the Closing Date until the date that is twelve (12) months thereafter, neither it nor any of its Affiliates

shall, directly or indirectly, establish or maintain any New Short Position in the Common Stock; provided that bona fide market-neutral

hedging activities that do not result in a net directional short exposure shall be permitted.

4.20 Capital Raising Permitted.

Notwithstanding anything to the contrary in the Transaction Documents, the Company shall have the unrestricted right, without any

consent of any Purchaser, to issue any equity in connection with any follow-on public or private offering, subordinated or junior debt

(but not, for the avoidance of doubt, senior secured or senior unsecured Indebtedness), or equity-linked securities, and the provisions

of this Agreement and the other Transaction Documents shall not operate to restrict or prohibit any such issuance, it being understood

that any applicable anti-dilution adjustments shall be purely economic in nature.

ARTICLE

MISCELLANEOUS

5.1 Termination. This 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 hereof, upon the earlier to occur of (a) the mutual written agreement

of the parties hereto to terminate this Agreement, or (b) the termination (for any reason) of the Business Combination Agreement by any

party to the same. Additionally, (i) the Company may terminate this Agreement with respect to the Purchaser if any of the conditions set

forth in Section 2.3(a) applicable to the Purchaser shall have become incapable of fulfillment, and shall not have been waived

by the Company; and (ii) the Purchaser may terminate this Agreement if (X) any of the conditions set forth in Section 2.3(b) shall

have become incapable of fulfillment, and shall not have been waived by the Purchaser or (Y) the Closing shall not have occurred on or

prior to the date on which the Target is permitted to terminate the Business Combination Agreement pursuant to Section 8.01(d) of the

Business Combination Agreement. Notwithstanding the foregoing, nothing herein will relieve any party from liability for any intentional

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 intentional breach; provided, that in the event that the Business

Combination Agreement is ever terminated by the Company and/or the Target for any reason, the Purchaser hereby agrees not to indirectly

assert a claim against the Target by funding the Company or any other party to assert any such claim.

5.2 Fees and Expenses. Except as

expressly set forth in the Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, accountants and

other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and

performance of this Agreement and the Transaction Documents. The Company shall pay all Transfer Agent fees (including, without limitation,

any fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered by a

Purchaser), stamp taxes and other Taxes and duties levied in connection with the delivery of any Securities to the Purchaser.

5.3 Entire Agreement. The Transaction

Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject

matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which

the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices

or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and

effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email at the e-mail address

as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading

Day after the time of transmission, if such notice or communication is delivered via email attachment at the e-mail address as set forth

on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading

Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision

of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,

by the Company, the Target and the Purchaser or, in the case of a waiver, by the Company, the Target or the Purchaser, as the case may

be, dependent on the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any

provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent

default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise

any right hereunder in any manner impair the exercise of any such right.

5.6 Headings. The headings herein

are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions

hereof.

5.7 Successors and Assigns. This

Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither the Company

nor the Target may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other and the

Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser

assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,

by the provisions of the Transaction Documents that apply to the “Purchaser.”

5.8 No Third-Party Beneficiaries.

The Placement Agents shall be the third-party beneficiaries of the representations and warranties of the Purchasers set forth in Sections

3.2(v), (w) and (x) of this Agreement. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise

set forth in Section 4.10 and this Section 5.8.

5.9 Governing Law. All questions

concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed

and enforced in accordance with the internal laws of the State of Delaware, 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 Agreement and any other Transaction Documents (other than the Certificate of Designation) (whether brought against a party hereto

or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents,

other than the Certificate of Designation), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim

that it is not personally subject to the jurisdiction of any such court, that such 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 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 Agreement 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 any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents,

then, in addition to the obligations of the parties under Section 4.10, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10 Survival. The representations

and warranties contained in Section 3.1, Section 3.2 and Section 3.3 herein shall survive the Closing and the delivery

of the Securities.

5.11 Execution. This Agreement may

be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become

effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need

not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file,

such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability. If any term,

provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable,

the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in

no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ

an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,

covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right.

Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents,

whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform

its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion from time

to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future

actions and rights; provided, however, that, in the case of (x) a rescission of a conversion of the Purchaser’s

Preferred Stock, the Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion or (y)

a recission of an exercise of a Warrant, the Purchaser shall be required to return any shares of Common Stock subject to any exercise

notice concurrently with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration

of the Purchaser’s right to acquire such shares pursuant to the Purchaser’s Warrant (including, issuance of a replacement

warrant certificate evidencing such restored right).

5.14 Replacement of Securities.

If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to

be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,

a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.

The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including

customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition to being

entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be

entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation

for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not

to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate. For the avoidance

of doubt, Section 4.10 shall be the exclusive remedy for any Losses resulting from a breach of any of the representations and warranties

contained in ARTICLE 3 of this Agreement, in each case exclusively to the extent such Losses arise during the survival period of such

representations and warranties pursuant to the terms of this Agreement.

5.16 Payment Set Aside. To the extent

that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises

its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently

invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid

or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy

law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part

thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made

or such enforcement or setoff had not occurred.

5.17 Usury. To the extent it may

lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts

to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection

with any Action or Proceeding that may be brought by the Purchaser in order to enforce any right or remedy under any Transaction Document.

Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total

liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate

authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate

of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be

obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest

allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent

to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents

from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,

interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect to Indebtedness evidenced by the Transaction

Documents, such excess shall be applied by the Purchaser to the unpaid principal balance of any such Indebtedness or be refunded to the

Company, the manner of handling such excess to be at the Purchaser’s election.

5.18 Liquidated Damages. The Company’s

obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of

the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact

that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been

canceled.

5.19 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.

5.20 Construction. The parties agree

that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore,

the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed

in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and

shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends,

stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. In this Agreement,

unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description

preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii)

the words “herein”, “hereto” and “hereby” and other words of similar import in this Agreement shall

be deemed in each case to refer to this Agreement as a whole and not to any particular portion of this Agreement.

5.21 Trust Account Waiver. The Purchaser

hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”)

dated December 9, 2021 available at www.sec.gov, the Company has established a trust account (the “Trust Account”)

containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued

from time to time thereon) for the benefit of the Company, its public shareholders and certain other parties. For and in consideration

of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Purchaser on behalf of itself and each of its affiliates and subsidiaries, and each of its and their employees, agents,

representatives and any other person or entity acting on its and their behalf hereby (a) agrees that it does not now and shall not at

any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make

any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Agreement, and regardless

of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively

referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against

the Trust Account now or in the future as a result of, or arising out of, this Agreement, and (c) agrees that it will not seek recourse

against the Trust Account as a result of, in connection with or relating in any way to this Agreement; provided, however,

that nothing in this Section 5.21 shall be deemed to limit the Purchaser’s right to distributions from the Trust Account

in accordance with the Company’s memorandum and articles of association in respect of any redemptions by the Purchaser in respect

of shares of Common Stock acquired by any means other than pursuant to this Agreement.

5.22 Conforming Amendments; Precedence.

In the event of any conflict between the terms of this Agreement and any of Exhibits A, C or D as in effect at

Closing, the terms of this Agreement shall control as among the parties hereto and the Company shall promptly amend such exhibit(s) to

eliminate such conflict.

5.23 NO LIABILITY UPON GOOD FAITH TERMINATION.

OTHER THAN WITH RESPECT TO ANY LIABILITIES ARISING PURSUANT TO SECTION 4.10 AND/OR SECTION 5.2 ABOVE, NONE OF THE COMPANY,

TARGET, ANY OF THEIR AFFILIATES, OR ANY OTHER PARTY TO THE BUSINESS COMBINATION AGREEMENT, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,

EQUITYHOLDERS, MANAGERS, MEMBERS, ADVISORS OR LEGAL COUNSEL SHALL HAVE ANY LIABILITY (INCLUDING, BUT NOT LIMITED TO, AS A RESULT OF POTENTIAL

LOST PROFITS AND OPPORTUNITIES) TO THE PURCHASER AS A RESULT OF THE TERMINATION OF THIS AGREEMENT AS A RESULT OF THE GOOD FAITH TERMINATION

OF THE BUSINESS COMBINATION AGREEMENT BECAUSE OF A FAILURE OF A CLOSING CONDITION TO BE MET (SOLELY TO THE EXTENT SUCH FAILURE IS OUTSIDE

OF THE CONTROL OF THE TARGET OR THE COMPANY, BUT REGARDLESS OF WHETHER THE BUSINESS COMBINATION AGREEMENT IS TERMINATED BY THE COMPANY

OR TARGET).

5.24 WAIVER OF JURY TRIAL. IN ANY ACTION,

SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO

THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY

JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ATHENA TECHNOLOGY ACQUISITION CORP. II

Address for Notice:

Athena Technology Acquisition Corp. II

442 5th Avenue

New York, New York 10018

By:

Name:

Title:

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

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR TARGET FOLLOWS]

[COMPANY SIGNATURE PAGE TO SPA]

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ACE GREEN RECYCLING, INC.

Address for Notice:

1001 West Loop South

By:

Ste. 635

Houston, Texas 77027

Name:

Title:

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

Nishchay Chadha

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase

Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Signature of Authorized Signatory of Purchaser: ______________________________

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same

as address for notice):

Subscription Amount:

Shares of Preferred Stock:

Warrant Shares:

Shares of Common Stock:

EIN Number:

[PURCHASER SIGNATURE PAGE TO SPA]

Annex

ELIGIBILITY REPRESENTATIONS OF PURCHASER

This Annex A should be completed and signed by

Purchaser

and constitutes a part of the Securities Purchase Agreement.

1. ACCREDITED INVESTOR STATUS (Please check the box)

☐ Purchaser is an “accredited investor” (within the meaning of Rule 501(a) under the Securities

Act), and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited

investor.”

AFFILIATE STATUS

(Please check the applicable box)

PURCHASER:

☐ is:

☐ is not:

an “affiliate” (as defined

in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

Rule 501(a), in relevant part, states

that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer

reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Purchaser

has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Purchaser and under which

Purchaser accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered

investment company, business development company, small business investment company, private business development company, or

rural business investment company;

☐ Any investment adviser registered pursuant to section 203 of

the Investment Advisers Act or registered pursuant to the laws of a state;

☐ Any investment adviser relying on the exemption from registering

with the Commission under section 203(l) or (m) of the Investment Advisers Act;

☐ Any plan established and maintained by a state, its political

subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such

plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of Title I of the

Employee Retirement Income Security Act of 1974 (“ERISA”), if (i) the investment decision is made by a plan fiduciary, as

defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment

adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment

decisions made solely by persons that are “accredited investors”;

☐ Any (i) corporation, limited liability company or partnership,

(ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each

case that was not formed for the specific purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;

☐ Any trust, with total assets in excess of $5,000,000, not formed

for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section

230.506(b)(2)(ii) of Regulation D under the Securities Act;

☐ Any entity, other than an entity described in the categories

of “accredited investors” above, not formed for the specific purpose of acquiring the securities offered, owning investments

in excess of $5,000,000;

☐ Any “family office,” as defined under the Investment

Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not

formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who

has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks

of the prospective investment;

☐ Any “family client,” as defined under the Investment

Advisers Act, of a family office meeting the requirements in the previous paragraph and whose prospective investment in the issuer is

directed by such family office pursuant to the previous paragraph; or

☐ Any entity in which all of the equity owners are “accredited

investors”.

[Specify which tests:

]

☐ Any director, executive officer, or general partner of the

issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

☐ Any natural person whose individual net worth, or joint net

worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating a natural person’s

net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s

primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be

included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount

outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall

be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated

fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any natural person who had an individual income in excess

of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000

in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any natural person holding in good standing one or more professional

certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying

an individual for accredited investor status; or

☐ Any natural person who is a “knowledgeable employee,”

as defined in the Investment Company Act, of the issuer of the securities being offered or sold where the issuer would be an investment

company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.

This page should be completed by Purchaser

and constitutes a part of the Securities Purchase Agreement

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.2

Filename: ea028748701ex10-2.htm · Sequence: 4

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),

dated as of April [ ], 2026, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation

(the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with

the Issuer, the “Company Parties”), and each of the undersigned parties listed on the signature page hereto

under “Purchasers” (each, a “Purchaser” and collectively the “Purchasers”

and each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder”

and collectively the “Holders”).

RECITALS

WHEREAS, the Target, the Issuer and Project

Atlas Merger Sub Inc. (“Merger Sub”) are party to that certain Business Combination Agreement, dated as of December

4, 2024 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business

Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Target, with the

Target continuing as the surviving corporation and a wholly owned subsidiary of the Issuer (the “Business Combination”);

WHEREAS, on or about the date hereof, the

Target, the Purchasers and the Issuer entered into Securities Purchase Agreements, dated as of April 15, 2026 (as the same may be amended,

restated, amended and restated, supplemented or otherwise modified from time to time, collectively, the “Securities Purchase

Agreement”), pursuant to which, among other things, the Purchasers have agreed to purchase (i) shares of 12.0% Series A

Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the “Preferred Stock”),

(ii) Common Stock purchase warrants to acquire shares of Common Stock (the “Warrants”), and (iii) shares of

Common Stock as commitment shares (the “Commitment Shares”);

WHEREAS, the rights, preferences and privileges

of the Preferred Stock are set forth in that certain Certificate of Designation of 12.0% Series A Cumulative Convertible Preferred Stock

of the Issuer, in the form attached as Exhibit A to the Securities Purchase Agreement, to be filed with the Secretary of State of the

State of Delaware prior to the Closing (the “Certificate of Designation”);

WHEREAS, pursuant to the Securities Purchase

Agreement, the Purchasers are entitled to receive (i) shares of Common Stock issuable upon conversion of the Preferred Stock in accordance

with the Certificate of Designation (the “Conversion Shares”), (ii) shares of Common Stock issuable upon exercise of the Warrants

(the “Warrant Shares”), and (iii) the Commitment Shares;

WHEREAS, as an inducement for the Purchasers

to enter into the Securities Purchase Agreement, the Company Parties have agreed to provide the Purchasers with certain registration rights

with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration

of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article

DEFINITIONS

1.1 Definitions . The terms defined in this

Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or Chief Financial Officer of the Issuer or the Board, in each case, after consultation with counsel to the Issuer, (i) would

be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not

to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make

the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under

which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being

filed, declared effective or used, as the case may be, and (iii) the Issuer has a bona fide business purpose for not making such

information public.

“Agreement” shall have

the meaning given in the Preamble hereto.

“Board” shall mean the board of

directors of the Issuer.

“Business Combination Agreement”

shall have the meaning given in the Recitals hereto.

“Business Day” means

a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to

close.

“Closing” shall mean

the closing of the purchase and sale of the Securities pursuant to the Securities Purchase Agreement.

“Closing Date” shall

mean the Trading Day on which the Closing occurs.

“Commission” shall mean

the U.S. Securities and Exchange Commission.

“Commitment Shares” shall

have the meaning given in the Recitals hereto.

“Common Stock” shall

mean the common stock of the Issuer, par value $0.0001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Demanding Holder” shall

have the meaning given in Section 2.1.4.

“Exchange Act” shall

mean the U.S. Securities Exchange Act of 1934, as it may be amended from time to time.

“Conversion Price” shall

have the meaning set forth in the Certificate of Designation.

“Conversion Shares”

shall have the meaning given in the Recitals hereto.

“FINRA” shall mean the

Financial Industry Regulatory Authority, Inc.

“Form S-1 Shelf” shall

have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall

have the meaning given in Section 2.1.1.

“Governmental Authority”

means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department

or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel

or body.

“Holder Information”

shall have the meaning given in Section 4.1.2.

“Holders” shall have

the meaning given in the Preamble hereto, for so long as such Person holds any Registrable Securities.

“Initial Registration Statement”

shall have the meaning given in Section 2.1.1.

“Law” shall mean any

federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree,

proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, order or consent that is or

has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority

of any Governmental Authority.

“Legal Proceeding” means

any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation,

assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or

before any Governmental Authority.

“Maximum Number of Securities”

shall have the meaning given in Section 2.1.5.

“Minimum Takedown Threshold”

shall have the meaning given in Section 2.1.4.

“Misstatement” shall

mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Other Coordinated Offering”

shall have the meaning given in Section 2.4.1.

“Permitted Transferees”

shall mean, with respect to any Holder, (i) any Affiliate of such Holder, (ii) any fund or account managed or advised by such Holder or

any Affiliate thereof, and (iii) any Person to whom such Holder transfers Registrable Securities in accordance with applicable securities

laws; provided that, in each case, such transferee agrees in writing to be bound by the terms of this Agreement.

“Person” means an individual,

corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company,

association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or

an agency or instrumentality thereof.

“Piggyback Registration”

shall have the meaning given in Section 2.2.1.

“Prospectus” shall mean

the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and

all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (i) any Conversion Shares, (ii) any Warrant Shares, (iii) any Commitment Shares, and (iv) any other equity security of the

Issuer issued or issuable with respect to any securities referenced in clauses (i), (ii) or (iii) above by

way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off,

reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall

cease to be Registrable Securities upon the earliest to occur of the following events: (A) a Registration Statement with respect to the

sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed

of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise

transferred, new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further transfer

shall have been delivered by the Issuer and subsequent public distribution of such securities shall not require registration under the

Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant

to Rule 144 without any volume, manner of sale, or current public information limitations; (E) such securities have been sold to,

or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (F) the third (3rd) anniversary

of the Closing Date.

“Registration” shall

mean a registration, including any related Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus or similar

document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and

such registration statement becoming effective.

“Registration Expenses”

shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration, listing and filing fees (including

fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities

or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications

of Registrable Securities);

expenses;

(D) reasonable fees and disbursements of counsel

for the Issuer;

(E) reasonable fees and disbursements of all independent

registered public accountants of the Issuer incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal

counsel selected by the majority in interest of the Demanding Holders in an Underwritten Offering or Other Coordinated Offering; provided,

however, that the fees and expenses of legal counsel selected by the Demanding Holders pursuant to this clause (F) shall not exceed $50,000

per registration.

“Registration Statement”

shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including any Shelf,

and, in each case, including the Prospectus included in such registration statement, amendments (including post-effective amendments)

and supplements to such registration statement and all exhibits to, and all material incorporated by reference in, such registration statement.

“Requesting Holders”

shall have the meaning given in Section 2.1.5.

“Rule 144” shall mean

Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated

by the Commission.

“Securities Act” shall

mean the U.S. Securities Act of 1933, as amended from time to time.

“Securities” means the

Preferred Stock, the Warrants and the Commitment Shares.

“Securities Purchase Agreement”

shall have the meaning given in the Recitals hereto.

“Shelf” shall mean the

Form S-1 Shelf, the Form S-3 Shelf, or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration”

shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant

to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated

by the Commission.

“Shelf Takedown” shall

mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Subsequent Shelf Registration”

shall have the meaning given in Section 2.1.2.

“Trading Day” means a

day on which the principal Trading Market is open for trading.

“Trading Market” means

any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any

successors to any of the foregoing).

“Transfer Agent” means

Continental Stock Transfer & Trust Company, the current transfer agent of the Issuer, and any successor transfer agent of the Issuer.

“Underlying Shares” means

the Conversion Shares, the Warrant Shares and the Commitment Shares.

“Warrants” shall have

the meaning given in the Recitals hereto.

“Warrant Shares” shall

have the meaning given in the Recitals hereto.

“Underwriter” shall mean

a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s

market-making activities.

“Underwritten Lock-Up Period”

shall have the meaning given in Section 2.3.

“Underwritten Registration”

or “Underwritten Offering” shall mean a Registration in which securities of the Issuer are sold to an Underwriter

in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown”

shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall

have the meaning given in Section 2.1.6.

“Yearly Limit” shall

have the meaning given in Section 2.1.4.

Article

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. The Issuer shall, subject to

Section 3.4, file with the Commission within forty-five (45) calendar days following the Closing Date (the “Filing Deadline”)

a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Issuer is eligible

to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each

case, covering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing and assuming that

(i) all shares of Preferred Stock are converted into shares of Common Stock at a conversion price equal to the Conversion Price then in

effect, taking into account PIK dividends for at least three years from the date of such filing, and (ii) all Warrants are

exercised in full at an exercise price equal to the Exercise Price then in effect) on a delayed or continuous basis (such initial Registration

Statement, the “Initial Registration Statement”). The Issuer shall use its commercially reasonable efforts to have such Shelf

declared effective as soon as reasonably practicable after the filing thereof, but in no event later than (a) the ninetieth (90th)

calendar day following the Closing Date (or the one hundred twentieth (120th) calendar day following the Closing Date if the Commission

notifies the Issuer that it will “review” the Registration Statement) (the “Effectiveness Deadline”)

or (b) the fifth (5th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission

that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide

for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and

requested by, any Holder named therein. Subject to Sections 2.1.3 and 3.4, the Issuer shall maintain a Shelf in accordance

with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements

as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable

Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable

Securities. In the event the Issuer files a Form S-1 Shelf, the Issuer shall use its commercially reasonable efforts to convert the Form

S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as reasonably practicable after the Issuer is eligible to

use Form S-3.

2.1.2 Subsequent Shelf Registration. If any

Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the

Issuer shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause

such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt

withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly

as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the

effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”)

registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing and assuming that (i)

all shares of Preferred Stock are converted into shares of Common Stock at a conversion price equal to the Conversion Price then in effect,

taking into account PIK dividends for at least three years from the date of such filing, and (ii) all Warrants are exercised

in full at an exercise price equal to the Exercise Price then in effect), and pursuant to any method or combination of methods legally

available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Issuer shall use its commercially

reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably

practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration

statement (as defined in Rule 405 promulgated under the Securities Act) if the Issuer is a well-known seasoned issuer (as defined in Rule

405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent

Shelf Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities

included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.

Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Issuer is eligible to use such form. Otherwise, such

Subsequent Shelf Registration shall be on another appropriate form.

2.1.3 New Registrable Securities. Subject

to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous

basis, the Issuer shall, upon the written request of such Holder, promptly use its commercially reasonable efforts to cause the resale

of such Registrable Securities to be covered by either, at the Issuer’s option, any then-available Shelf (including by means of

a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such

filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Issuer

shall only be required to cause such Registrable Securities to be so covered twice per calendar year.

2.1.4 Requests for Underwritten Shelf Takedowns.

Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder (a

“Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten

Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);

provided that the Issuer shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable

Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering

price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests

for Underwritten Shelf Takedowns shall be made by giving written notice to the Issuer, which shall specify the approximate number of Registrable

Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Issuer shall have the right to

select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject

to the initial Demanding Holder’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed). The

Holders, collectively, may demand no more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month

period (the “Yearly Limit”). Notwithstanding the foregoing, the Issuer shall not be obligated to effect any

Underwritten Shelf Takedown during any period commencing fifteen (15) days prior to and ending two (2) Business Days following the Issuer’s

release of quarterly or annual earnings. Notwithstanding anything to the contrary in this Agreement, the Issuer may effect any Underwritten

Offering pursuant to any then-effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering.

If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Issuer, the Demanding Holders

and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting

Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and

the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the

Issuer desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in

such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders who

desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering

without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering

(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),

then the Issuer shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed

to be sold by Issuer or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders

and the Requesting Holders (if any) (pro rata, as nearly as practicable, based on the respective number of Registrable Securities

that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate

number of Registrable Securities that the Demanding Holders and Requesting Holders (if any) have requested be included in such Underwritten

Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities

in accordance with the above provisions, the Issuer or the Underwriters may round the number of shares allocated to any Holder to the

nearest 10 Registrable Securities.

2.1.6 Underwritten Shelf Takedown Withdrawal.

Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten

Shelf Takedown, a majority in interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw

from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)

to the Issuer and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided

that any other Demanding Holder(s) may elect to have the Issuer continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold

would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s).

If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing

Demanding Holder for purposes of Section 2.1.4 and shall count toward the Yearly Limit, unless either (i) the Demanding Holder(s)

making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or (ii) the Demanding Holder(s) making the withdrawal

reimburses the Issuer for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding

Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding

Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects to

continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown

shall instead count as an Underwritten Shelf Takedown demanded by such Demanding Holder(s) for purposes of Section 2.1.4 and shall

count toward the Yearly Limit. Following the receipt of any Withdrawal Notice, the Issuer shall promptly forward such Withdrawal Notice

to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Issuer shall be responsible for the Registration

Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding

Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If the Issuer or any

Holder proposes to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement under the Securities Act

with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible

into equity securities, for its own account or for the account of securityholders of the Issuer (or by the Issuer and by the securityholders

of the Issuer including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration

Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,

(ii) for an exchange offer or offering of securities solely to the Issuer’s existing stockholders, (iii) pursuant to a Registration

Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule

thereto), (iv) for an offering of debt that is convertible into equity securities of the Issuer, (v) for a dividend reinvestment plan,

(vi) a Block Trade or an Other Coordinated Offering (which shall be subject to Section 2.4), (vii) an “at the market”

offering or any shelf takedown for the Issuer’s own account, or (viii) any offering in connection with a merger, acquisition, or

other business combination, then the Issuer shall give written notice of such proposed offering to all of the Holders of Registrable Securities

as soon as practicable but not less than fifteen (15) Business Days before the anticipated filing date of such Registration Statement

or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus

supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such

offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,

and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable

Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such Registration,

a “Piggyback Registration”). Notwithstanding the foregoing, the Issuer shall have no obligation to include any

Holder’s Registrable Securities in any Piggyback Registration if the managing Underwriter advises the Issuer that inclusion of such

securities would adversely affect the offering. The Issuer shall retain sole discretion over the pricing, timing, and structure of any

Issuer-initiated offering. Subject to Section 2.2.2, the Issuer shall, in good faith, cause such Registrable Securities to be included

in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or

Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section

2.2.1 to be included therein on the same terms and conditions as any similar securities of the Issuer included in such registered

offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution

thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s

agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by

the Issuer.

2.2.2 Reduction of Piggyback Registration.

If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises

the Issuer and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or

number of shares of Common Stock or other equity securities that the Issuer or the Demanding Holders desire to sell, taken together with

(i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded

pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, (ii) the

Registrable Securities as to which Registration has been requested pursuant to this Section 2.2 and (iii) the shares of Common

Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written

contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, exceeds the Maximum

Number of Securities, then:

(a) if the Registration or registered offering

is undertaken for the Issuer’s account, the Issuer shall include in any such Registration or registered offering (A) first, the

shares of Common Stock or other equity securities that the Issuer desires to sell, which can be sold without exceeding the Maximum Number

of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),

the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,

pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be

included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included

in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that

the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock

or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written

contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without

exceeding the Maximum Number of Securities;

(b) if the Registration or registered offering

is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Issuer shall include in any such Registration

or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting Persons, other than

the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent

that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders

exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, as nearly as practicable,

based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and

the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can

be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been

reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Issuer desires

to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of

Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other

equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual

piggy-back registration rights of such Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding

the Maximum Number of Securities; and

is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Issuer shall include in any such

Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any

Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related

obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason

whatsoever upon written notification to the Issuer and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw

from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such

Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red

herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The

Issuer (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written

contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at

any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other

than Section 2.1.6), the Issuer shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration

prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights.

For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 shall not

be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 and shall not count toward the Yearly Limit.

2.3 Market Stand-off. In connection with

any Underwritten Offering of equity securities of the Issuer (other than a Block Trade or Other Coordinated Offering), if requested by

the managing Underwriter, each Holder that is an executive officer or director of the Issuer or a Holder in excess of 5.0% of the then-outstanding

Common Stock agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Issuer (other than those included

in such offering pursuant to this Agreement), without the prior written consent of the Issuer, during the 90-day period (or such shorter

time agreed to by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-Up

Period”), except (i) to Permitted Transferees, (ii) as expressly permitted by such lock-up agreement or (iii) in the event

the Underwriters managing the offering otherwise consent in writing. Each Holder agrees to execute a customary lock-up agreement in favor

of the Underwriters to such effect (in each case on substantially the same terms and conditions as all other Holders). The Issuer will

not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period binding on the Holders, nor will the

Issuer be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up”

agreement.

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this

Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission,

if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly

known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered

offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”),

in each case, either (x) with an anticipated aggregate offering price reasonably expected to be at least $25 million or (y) with respect

to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder shall notify the Issuer of the Block

Trade or Other Coordinated Offering at least ten (10) Business Days prior to the day such offering is to commence and the Issuer shall,

subject to the Issuer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), as expeditiously

as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that

the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated

Offering shall use commercially reasonable efforts to work with the Issuer and any Underwriters, brokers, sales agents or placement agents

prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation

related to the Block Trade or Other Coordinated Offering.

2.4.2 Prior to the filing of the applicable “red

herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest

of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice

to the Issuer, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to

withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Issuer shall

be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal

under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in

this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant

to this Agreement.

2.4.4 The Demanding Holder in a Block Trade or Other

Coordinated Offering shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such

Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment

banks).

2.4.5 The Holders, collectively, may demand no more

than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the

avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as

a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

2.5 Legends. In connection with any sale

or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor

rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 2.5, if

requested by the Holder, the Issuer shall cause the Transfer Agent to remove any restrictive legends related to the book

entry account holding such Registrable Securities and make a new, unlegended entry for such book entry shares sold or disposed of without

restrictive legends within three (3) Trading Days of any such request therefor from the Holder; provided that the Issuer and the Transfer

Agent have timely received from the Holder (by no later than 12:00 p.m. Eastern Time on a Trading Day) customary representations and other

documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Subject to receipt from the Holder by

the Issuer and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer

Agent in connection therewith, the Holder may request that the Issuer remove any legend from the book entry position evidencing its Registrable

Securities and the Issuer will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an opinion of the

Issuer’s counsel to be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal

of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such

Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii)

have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter

by the Commission); provided, however, that the Issuer’s obligation to provide a legal opinion for legend removal shall be limited

to sales pursuant to Rule 144 or an effective registration statement, and the Issuer shall have no obligation to provide opinions for

private resales or other exempt transactions unless expressly required by the Transfer Agent. If restrictive legends are no longer required

for such Registrable Securities pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this section and within

three (3) Trading Days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations

and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent

irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. Any failure by the Issuer

to timely remove legends pursuant to this Section 2.5 shall not give rise to any liability or damages unless and until the applicable

Holder has fully complied with all information and documentation requirements set forth herein. The Issuer shall be responsible for the

fees of its Transfer Agent, its legal counsel and all DTC fees associated with such issuance.

Article

IIIISSUER PROCEDURES

3.1 General Procedures. In connection with

any Shelf and/or Shelf Takedown, the Issuer shall use its commercially reasonable efforts to effect such Registration to permit the sale

of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners of distribution

in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted

by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto

the Issuer shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission, as soon

as reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts

to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable

Securities;

3.1.2 prepare and file with the Commission such amendments

and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by

any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter

of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by

the Issuer or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable

Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration

Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or

Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable

Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to

be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated

by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents

as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders

may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable

Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration

Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable

Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence

satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action

necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental

authorities as may be necessary by virtue of the business and operations of the Issuer and do any and all other acts and things that may

be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition

of such Registrable Securities in such jurisdictions; provided, however, that the Issuer shall not be required to qualify generally

to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject

to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be

listed on each national securities exchange or automated quotation system on which similar securities issued by the Issuer are then listed;

3.1.6 provide a transfer agent or warrant agent,

as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities,

promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the

effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose, and promptly use its

commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 prior to the filing of any Registration Statement

or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as (a) may be

necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities

Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section

3.4), furnish a copy thereof to each seller of such Registrable Securities and its counsel (excluding any exhibits thereto and any

filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus

relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result

of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such

Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten Offering,

a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration

Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the

Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other

sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders collectively, Underwriters

or other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement,

and cause the Issuer’s officers, directors and employees to supply all information reasonably requested by any such representative,

Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however,

that (x) such representative, Underwriters or financial institutions agree to confidentiality arrangements, in form and substance

reasonably satisfactory to the Issuer, prior to the release or disclosure of any such information and (y) any Holder representative participating

in the preparation of the Registration Statement shall execute a customary confidentiality agreement in form and substance reasonably

satisfactory to the Issuer prior to receiving any Issuer information;

3.1.11 obtain a “comfort” letter (including

a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Issuer’s

independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or a

sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial

institution facilitating such offering providing such certification or representation as reasonably requested by the Issuer’s independent

registered public accountings and the Issuer’s counsel), in customary form and covering such matters of the type customarily covered

by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request;

3.1.12 in the event of an Underwritten Offering,

a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement,

on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance

letter, dated such date, of counsel representing the Issuer for the purposes of such Registration, addressed to the participating Holders,

the broker, placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration

in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or Underwriter may

reasonably request and as are customarily included in such opinions and negative assurance letters, provided, in each case, that such

participating Holders provide such information to such counsel as is customarily required for, or is reasonably requested by such counsel

for purposes of, such opinion or negative assurance letter;

3.1.13 in the event of any Underwritten Offering,

a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement,

enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement, in

usual and customary form, with the managing Underwriter or broker, sales agent or placement agent of such offering or sale;

3.1.14 make available to its security holders, as

soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Issuer’s

first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of

the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 with respect to an Underwritten Offering pursuant

to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Issuer to participate in customary

“road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably

with, and take such customary actions as may reasonably be requested by the Holders participating in such Registration, consistent with

the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Issuer shall not be required to

provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent

or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration

as an Underwriter or broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. The Registration

Expenses of all Registrations shall be borne by the Issuer; provided, however, that (i) the Issuer’s obligation to pay Registration

Expenses is conditioned on the applicable Holder’s compliance with all of its obligations under this Agreement, including timely

provision of Holder Information, (ii) the Issuer shall not be responsible for any expenses incurred by Holders in connection with withdrawn

registrations, other than as expressly provided in Sections 2.1.6 and 2.2.3, and (iii) any extraordinary expenses, including indemnification

claims, litigation costs, or fees resulting from delays caused by Holders, shall be the responsibility of the applicable Holder(s).

It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,

such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as

set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing

the Holders.

3.3 Requirements for Participation in Underwritten

Offerings. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Issuer, or the

managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus,

including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act

pursuant to Article II and in connection with the Issuer’s obligation to comply with federal and applicable state securities Laws.

Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide the Issuer with its requested Holder

Information, the Issuer may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus

if the Issuer determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder

continues thereafter to withhold such information. No Person may participate in any Underwritten Offering or other coordinated offering

for equity securities of the Issuer pursuant to a Registration initiated by the Issuer hereunder unless such Person (i) agrees to sell

such Person’s securities on the basis provided in any arrangements approved by the Issuer and (ii) timely completes and executes

all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary

documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities

as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure;

Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Issuer

that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable

Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood

that the Issuer hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),

or until he, she or it is advised in writing by the Issuer that the use of the Prospectus may be resumed.

3.4.2 If the filing, initial effectiveness or continued

use of a Registration Statement in respect of any Registration at any time would (i) require the Issuer to make an Adverse Disclosure,

(ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Issuer for reasons beyond

the Issuer’s control, (iii) in the good faith judgment of the Board, be detrimental to the Issuer or (iv) occur during the period

commencing thirty (30) days prior to and ending thirty (30) days following the closing of any material corporate transaction, including

any merger, acquisition, financing, or similar transaction, the Issuer may, in its sole discretion, upon giving prompt written notice

of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay

the filing or initial effectiveness of, or suspend use of, such Registration Statement for a period of time determined in good faith by

the Issuer to be necessary for such purpose (each such period, a “Suspension Period”). In the event the Issuer

exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred

to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities

until such Holder receives written notice from the Issuer that such sales or offers of Registrable Securities may be resumed, and in each

case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, if (i) during

the period starting with the date 60 days prior to the Issuer’s good faith estimate of the date of the filing of, and ending on

a date 120 days after the effective date of, an Issuer-initiated Registration, and provided that the Issuer continues to actively employ,

in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration, or (ii) if, pursuant

to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Issuer and such Holders are unable to obtain the

commitment of underwriters to firmly underwrite such offering, then, in each case, the Issuer may, upon giving prompt written notice of

such action to the Holders, delay any other registered offering pursuant to Section 2.1.4.

3.4.4 The right to delay or suspend any filing, initial

effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section

3.4.3 shall be exercised by the Issuer, in the aggregate, for not more than one hundred twenty (120) consecutive calendar days or

more than one hundred eighty (180) total calendar days, in each case, during any 12-month period. No liquidated damages shall accrue

against the Issuer during any Suspension Period permitted under this Section 3.4.

3.5 Reporting Obligations. As long as any

Holder shall own Registrable Securities, the Issuer, at all times while it shall be a reporting company under the Exchange Act, covenants

to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Issuer after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Issuer

further covenants that it shall take such further action as any Holder may reasonably request, to the extent required from time to time

to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation

of the exemptions provided by Rule 144.

Article

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Issuer agrees to indemnify, to the extent

permitted by law, each Holder of Registrable Securities, its officers, directors, agents and each Person who controls such Holder (within

the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses

(including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material

fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof

or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or

affidavit so furnished in writing to the Issuer by such Holder expressly for use therein. The Issuer shall indemnify the Underwriters,

their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent

as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement

filed pursuant to this Agreement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to

be furnished) to the Issuer in writing such information and affidavits as the Issuer reasonably requests for use in connection with any

such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall

indemnify the Issuer, its directors, officers and agents and each Person who controls the Issuer (within the meaning of the Securities

Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation,

reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated

by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any

omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,

but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or

affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify

shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable

Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant

to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and

each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing

with respect to indemnification of the Issuer.

4.1.3 Any Person entitled to indemnification herein

shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided

that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure

has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict

of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to

assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying

party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall

not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not

be obligated to pay the fees and expenses of more than one counsel (plus one local counsel if necessary in the reasonable judgment of

the indemnified party) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment

of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with

respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment

or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying

party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the

part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff

to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this

Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer,

director or controlling Person of such indemnified party and shall survive the transfer of securities. The Issuer and each Holder of Registrable

Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution

to such party in the event the Issuer’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section

4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims,

damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified

party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities

and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified

party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall

be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of

a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or

relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and

the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct

or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to

the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a

party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth

in Sections 4.1.1, 4.1.2 and 4.1.3, any legal or other fees, charges or out-of-pocket expenses reasonably incurred

by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if

contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation,

which does not take account of the equitable considerations referred to in this Section 4.1.5. No Person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from

any Person who was not guilty of such fraudulent misrepresentation.

Article

MISCELLANEOUS

5.1 Notices. All notices, consents, waivers

and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii)

by facsimile or other electronic means (including email), with affirmative confirmation of receipt, (iii) one (1) Business Day after being

sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent

by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses

(or at such other address for a party as shall be specified by like notice). Any notice or communication under this Agreement must be

addressed, if to the Issuer, to: Athena Technology Acquisition Corp. II, 442 5th Avenue, New York, New York 10018, Attention: Isabelle

Freidheim, Chief Executive Officer, Email: [***]; if to the Target, to: Ace Green Recycling, Inc., 1001 West Loop South, Ste. 635, Houston,

Texas 77027, Attention: Nishchay Chadha, Chief Executive Officer, Email: [***], with a copy (which shall not constitute notice) to Lucosky

Brookman, 101 Wood Avenue S., 5th Floor, Woodbridge, NJ 08830, Attn: Joseph M. Lucosky, Penny Somer-Greif, Email: [***]; and, if to any

Holder, at such Holder’s address or contact information as set forth on the signature pages to the Securities Purchase Agreement

or as subsequently provided by such Holder in writing to the Company Parties. Any party may change its address for notice at any

time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)

days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third-Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations

of the Issuer and the Target hereunder may not be assigned or delegated by the Issuer or the Target in whole or in part.

5.2.2 This Agreement and the rights, duties and obligations

of the Holders hereunder may not be assigned or delegated by the Holders in whole or in part; provided, however, that a Holder

may assign the rights and obligations of such Holder hereunder relating to particular Registrable Securities in connection with the transfer

of such Registrable Securities to a Permitted Transferee of such Holder (it being understood that no such Transfer shall reduce any rights

of the Holder with respect to Registrable Securities still held by such Holder).

5.2.3 This Agreement and the provisions hereof shall

be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which

shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights

or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2.

5.2.5 No assignment by any party hereto of such party’s

rights, duties and obligations hereunder shall be binding upon or obligate the Issuer unless such assignment is permitted under 5.2.2

and unless and until the Issuer shall have received (i) written notice of such assignment as provided in Section 5.1 and (ii) the

written agreement of the assignee, in a form reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement

(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as

provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be

executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties

hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute

one and the same agreement.

5.4 Governing Law. This Agreement, and all

claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be

governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict

of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

5.5 Jurisdiction. Any Legal Proceeding based

upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of

the State of Delaware (or, to the extent such court does not have jurisdiction, in the United States District Court for the District of

Delaware and to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), and each

of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Legal Proceeding, (ii) waives any

objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect

of the Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any Legal Proceeding arising

out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed

to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed

against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Legal Proceeding, suit or proceeding

brought pursuant to this Section 5.5.

5.6 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES

AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY

HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

5.7 Amendments and Modifications. Upon the

written consent of the Issuer and the Holders of at least a majority in interest of the aggregate Registrable Securities at the time in

question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,

covenants or conditions may be amended or modified; provided, however, that any amendment hereto or waiver hereof that adversely

affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Issuer, in a manner that is materially different

from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder

or the Issuer and any other party hereto or any failure or delay on the part of a Holder or the Issuer in exercising any rights or remedies

under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Issuer. No single or partial exercise of

any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies

hereunder or thereunder by such party.

5.8 Other Registration Rights. The Issuer

represents and warrants that, except as set forth on Schedule 5.8 hereto and except for registration rights that may be granted to investors

in future equity or debt financings of the Issuer, no Person, other than a Holder of Registrable Securities, has any right to require

the Issuer to register any securities of the Issuer for sale or to include such securities of the Issuer in any Registration Statement

filed by the Issuer for the sale of securities for its own account or for the account of any other Person. Further, the Issuer represents

and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions with

respect to the securities covered hereby, and in the event of a conflict between any such agreement or agreements and this Agreement

with respect to the registration rights relating to the Registrable Securities, the terms

of this Agreement shall prevail.

5.9 Term. This Agreement shall terminate

upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement and (ii) with respect to any Holder, the date that such

Holder no longer holds any Registrable Securities. The provisions of Article IV shall survive any termination.

5.10 Holder Information. Each Holder agrees,

if requested in writing, to represent to the Issuer the total number of Registrable Securities held by such Holder in order for the Issuer

to make determinations hereunder.

5.11 Additional Holders; Joinder. Subject

to the prior written consent of the Issuer and the Holders of at least a majority in interest of the aggregate Registrable Securities

at the time in question, the Issuer may make any Person who acquires Registrable Securities after the date hereof a party to this Agreement

(each such Person, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional

Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights

and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of

a Joinder by such Additional Holder, the securities of the Issuer then owned by such Additional Holder shall be Registrable Securities

to the extent provided herein and therein, and such Additional Holder shall be a Holder under this Agreement with respect to such securities.

5.12 Severability. In case any provision

in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to

the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and

enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality

or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision

is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a

suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,

illegal or unenforceable provision.

5.13 Entire Agreement. This Agreement and

the Securities Purchase Agreement and the other Transaction Documents (as defined in the Securities Purchase Agreement), together with

the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter contained

herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties

acknowledge have been merged into such documents, exhibits and schedules.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused

this Agreement to be executed as of the date first written above.

ISSUER:

Athena Technology Acquisition Corp. II

a Delaware corporation

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

PURCHASERS:

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

Exhibit A

REGISTRATION RIGHTS AGREEMENT

JOINDER

The undersigned is executing and delivering this

joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [●], 2026 (as the

same may hereafter be amended, the “Registration Rights Agreement”), among Athena Technology Acquisition Corp.

II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target”),

and the other Persons named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided

in the Registration Rights Agreement.

By executing and delivering this Joinder to the

Issuer, and upon acceptance hereof by the Issuer upon the execution of a counterpart hereof, the undersigned hereby agrees to become a

party to, to be bound by and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner

as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s securities shall be

included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered

this Joinder as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of

____________, 20__

Athena Technology Acquisition Corp. II

By:

Name:

Its:

Exhibit B

[●]

[ ], 2025

[TRANSFER AGENT]

Re: Indemnification in-lieu-of Medallion Signature Guarantee

To whom it may concern:

This letter is in regards to the transfer by [●]

to [●], of [●] shares of Common Stock of Athena Technology Acquisition Corp. II (the “Company”). Please

be advised that the Company authorizes [TRANSFER AGENT] to process the subject transfer, which includes securities that have been duly

endorsed by the registered holder but do not bear a customary medallion signature guarantee. The Company agrees to indemnify [TRANSFER

AGENT] against all losses, damages, costs, charges and expenses that it may in any way sustain, incur, or become liable for by reason

related to the above referenced transaction.

I, [●], a duly authorized officer of the

Company, have the authority to execute this indemnification on behalf of the Company.

Very truly yours,

Athena Technology Acquisition Corp. II

By:

Name:

Title:

EX-99.1 — PRESS RELEASE, DATED APRIL 23, 2026.

EX-99.1

Filename: ea028748701ex99-1.htm · Sequence: 5

Exhibit 99.1

Ace Green Recycling, Inc. and Athena Technology

Acquisition Corp. II Announce $32 Million PIPE Investment to Support Proposed Business Combination

Investment led by seasoned sector-focused institutional

investors supports development of Ace’s Texas facility and international operations

Houston, April 23, 2026 – Ace Green Recycling, Inc. (“Ace”

or the “Company”), a leading provider of sustainable battery recycling technology solutions, and Athena Technology Acquisition

Corp. II (“ATEK II” or “Athena”), a publicly traded special purpose acquisition company, today announced that

they have entered into securities purchase agreements with certain investors for an aggregate $32 million private investment in public

equity (“PIPE”) financing to support their previously-announced proposed business combination (the “Proposed Business

Combination”), with the common stock of the combined company expected to be listed on the Nasdaq Stock Market under the ticker “AGXI”

following the consummation of the Proposed Business Combination.

The PIPE financing includes participation from sector-focused institutional

investors, and is expected to support Ace’s differentiated recycling platform for lithium (nickel-manganese-cobalt & lithium

iron phosphate) and lead batteries and its role in enabling domestic supply chains for critical battery materials supporting a circular

economy for batteries. The financing is a key milestone toward the completion of the Proposed Business Combination and supports the Company’s

strategy to scale its U.S. footprint, global supply chain management platform, and commercialize its next-generation battery recycling

technology.

“This investment accelerates our mission to redefine battery recycling

at a global scale,” said Ace CEO Nischay Chadha. “At Ace, we are deploying GREENLEAD® and LithiumFirst™ as a new

standard – fully electrified, Scope 1 emissions-free solutions designed to replace legacy processes and unlock a cleaner supply

chain for critical materials. We believe that the future of electrification depends on how efficiently and sustainably we recover these

resources, and this milestone brings us meaningfully closer to that future.”

Concurrent with and contingent upon the closing of the Proposed Business

Combination, Ace expects to receive approximately $32 million in gross proceeds from the PIPE financing before transaction expenses. The

Company expects to use these proceeds primarily to fund capital expenditures related to the development of its Texas recycling facility

as well as for general corporate purposes, including supporting the expansion of operations and to fund the purchase of other companies

, as described in the registration statement on Form S-4 most recently filed with the Securities and Exchange Commission by Athena and

Ace on March 24, 2026.

We believe that investor participation in this PIPE reflects

confidence in Athena’s ability to bring together exceptional talent and partner with high-quality companies through complex transactions

and the public market process. We also believe that Ace is well positioned to support a more resilient domestic supply chain for critical

battery materials, and this marks an important step toward closing the Proposed Business Combination,” said Isabelle Freidheim,

Chairman and Chief Executive Officer of Athena.

Advisors

Rimon P.C. is serving as legal counsel to Ace. Latham & Watkins LLP

is serving as legal counsel to ATEK II.

About Ace Green Recycling

Ace Green Recycling, Inc., incorporated in Delaware, is an innovative battery

recycling technology platform offering sustainable end-of-life solutions. It has deployed modular, Scope 1 carbon emissions-free recycling

facilities for lithium (nickel-manganese-cobalt & lithium iron phosphate) and lead batteries used in various industries including

electronics, automotive and energy storage. Ace was founded by Nishchay Chadha, Chief Executive Officer and a veteran in recycling, mining

and global supply chain industries, and Dr. Vipin Tyagi, Chief Technology Officer, with extensive experience in battery materials recycling

technologies. For more information, please visit www.acegreenrecycling.com.

About Athena Technology Acquisition Corp. II

Athena Technology Acquisition Corp. II is a blank check company formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

Athena is part of the broader Athena platform founded by Isabelle Freidheim and supported by a senior leadership team with deep experience

across public transactions, private M&A, growth investing and technology leadership. The broader Athena platform brings differentiated

transaction experience, investor alignment and partnership-oriented execution to the business.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

STATEMENTS

This release contains statements regarding Athena,

Ace, the Proposed Business Combination and other matters that are forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking

statements can be identified by words such as “anticipate,” “approximate,” “believe,” “plan,”

“estimate,” “expect,” “project,” “could,” “should,” “strategy,”

“will,” “intend,” “may” and other similar expressions or the negative of such words or expressions.

Statements in this report concerning (i) Athena’s or Ace’s expected future financial position, business strategy, production

capacity, competitive positions, growth opportunities, plans and objectives of management and (ii) the expected benefits of the Proposed

Business Combination, together with other statements that are not historical facts, are forward-looking statements that are estimates

reflecting management’s best judgment based upon currently available information. Such forward-looking statements are inherently

uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as

a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon

management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which Athena and

Ace are unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results,

performance or plans expressed or implied by such forward-looking statements. These statements involve risks and uncertainties that could

cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but

not limited to:

· Ace has a limited operating history at scale and is developing a flagship

and new facility in the United States; scaling up its operations and expansion in the U.S. may carry uncertainties and pose liquidity

risks to Ace;

· Ace may not be able to secure adequate capital to execute its business plan;

· If Ace is unable to overcome the workforce and engineering challenges arising

from scaling up production from its existing capacities, it may not succeed in executing its growth and expansion plans;

· Successful or timely implementation of Ace’s planned U.S. facility

may be delayed due to licensing or regulatory issues;

· A large portion of Ace’s profit is derived from a relatively small

number of major customers, and its business, financial condition, and results of operations could be materially and adversely affected

if its key customers fail to meet their contractual obligations;

· Prices for recovered materials are subject to global market fluctuations

and price instability may negatively impact Ace’s financial performance;

· Ace relies on third-party vendors for key machineries and failure to acquire

and maintain them may adversely disrupt its operations;

· A decline in green energy adoption may inhibit future recycling opportunities

and may result in decreased demand for Ace’s products;

· Ace’s proprietary know-how may be rivaled by competitors, which may

erode the technological edge it has established;

· Unfavorable economic or geopolitical conditions could constrain Ace’s

expansion, inhibit its further growth and otherwise have a material adverse effect its business, results of operations, prospects and

financial condition;

· Athena and Ace may not obtain the requisite stockholder approvals for the

Proposed Business Combination;

· Nasdaq may not list the common stock of the surviving company following the

Proposed Business Combination, which could limit investors’ ability to effect transactions following the Proposed Business Combination;

· An event, change or other circumstance could result in the termination of

the Proposed Business Combination;

· A condition to the closing of the Proposed Business Combination may not be

satisfied;

· There may be delays in completing the Proposed Business Combination;

· Any announcement or news coverage relating to the Proposed Business Combination

could have adverse effects on the market price of Athena common stock or Ace common stock;

· The risk of litigation related to the merger; and

· Other risks and uncertainties identified in the “Risk Factors,”

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections

of Athena’s most recent Annual Report on Form 10-K, and other risks as identified from time to time in its SEC reports.

All of the forward-looking statements

Athena and Ace make in or in connection with this report are qualified by the information contained or incorporated by reference in a

registration statement filed by Athena and Ace on Form S-4, that includes a proxy statement and a prospectus, to register the shares of

Athena stock that will be issued to Ace’s stockholders (the “Registration Statement”). For additional information, see

the sections entitled “Risk Factors” and “Where You Can Find More Information” beginning on pages 18 and 208,

respectively, of the Registration Statement.

Forward-looking statements are based

on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither

Athena nor Ace undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information,

future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the

date hereof.

NO OFFER OR SOLICITATION

This press release

is not intended to be, and shall not constitute, an offer to buy, subscribe for or sell or the solicitation of an offer to buy, subscribe

for or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended.

IMPORTANT ADDITIONAL

INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT

This release is being made in respect of the Proposed

Business Combination between Athena and Ace. In connection with the Proposed Business Combination, Athena and Ace filed with the SEC the

Registration Statement, as well as other relevant documents regarding the Proposed Business Combination. INVESTORS ARE URGED TO READ IN

THEIR ENTIRETY THE REGISTRATION STATEMENT REGARDING THE TRANSACTION THAT HAS BEEN FILED AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

A free copy of the Registration Statement, as

well as other filings containing information about Athena, may be obtained at the SEC’s website (http://www.sec.gov). You will also

be able to obtain these documents, free of charge, from Athena by calling (970) 925-1572.

PARTICIPANTS IN

THE SOLICITATION

Athena, Ace and certain of their respective directors and executive

officers may be deemed to be participants in the solicitation of proxies from its respective stockholders in respect of the Proposed Business

Combination contemplated by the Registration Statement. Information regarding the persons who are, under the rules of the SEC, participants

in the solicitation of the stockholders of Athena in connection with the Proposed Business Combination, including a description of their

direct or indirect interests, by security holdings or otherwise, are set forth in the Registration Statement filed with the SEC. Information

regarding Athena’s directors and executive officers is contained in its Annual Report on Form 10-K for the year ended December 31,

2025, which is filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct

and indirect interests, by security holdings or otherwise, is or will be contained in the Registration Statement and other relevant materials

filed or to be filed with the SEC regarding the Proposed Business Combination when such materials become available. Investors and security

holders should read the Registration Statement carefully before making any voting or investment decisions. You may obtain free copies

of any of the documents referenced herein using the sources indicated above.

Contacts:

Media

Media@acegreenrecycling.com

Investors

Investors@acegreenrecycling.com

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