Form 8-K

8-K — ALPHA MODUS HOLDINGS, INC.

Accession: 0001493152-26-031897

Filed: 2026-07-02

Period: 2026-06-29

CIK: 0001862463

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

GRAPHIC (ex10-4_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-06-29

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2026-06-29

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2026-06-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 29, 2026

ALPHA

MODUS HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40775

86-3386030

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

20311

Chartwell Center Dr., #1469

Cornelius,

NC 28031

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (704) 252-5050

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, par value

$0.0001

per share

AMOD

The

Nasdaq Stock Market, LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

AMODW

The

Nasdaq Stock Market, LLC

Indicate

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

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

Emerging

growth company ☒

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.

Effective

June 30, 2026, Alpha Modus Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”)

with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company would sell and the Investor would

purchase (i) one or more Secured Pre-Paid Purchases (each a “Pre-Paid Purchase,” and collectively the “Pre-Paid

Purchases”) in the aggregate purchase amount of up to $10,000,000 (the “Commitment Amount”), for the purchase

of shares of Class A common stock of the Company (“Common Shares”), upon the terms and subject to the limitations

and conditions set forth in the Pre-Paid Purchase; and (ii) 450,000 Common Shares, to be delivered by the Company to Investor

at the initial closing and to be used as pre-delivery shares under the Pre-Paid Purchases (the “Pre-Delivery

Shares”).

The

SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA prohibits the

Company, while any Pre-Paid Purchase is outstanding, from issuing any (i) debt securities other than trade payables in the ordinary course

of business, or (ii) any variable rate equity securities. The SPA also prohibits the Company from making any payments to William Alessi,

the Company’s CEO, or any of his affiliates, with respect to any debt obligations owed by the Company to any of those affiliated

debtholders. The SPA prohibits the issuance to the Investor under any Pre-Paid Purchase of a number of Common Shares in excess

of the amount that would be permitted under Nasdaq Listing Rule 5635(d) without shareholder approval (the “Exchange Cap”),

and requires the Company to obtain shareholder approval to issue to the Investor an amount of Common Shares in excess of the Exchange

Cap (the “Shareholder Approval”) prior to the initial closing. The Shareholder Approval was received

by the Company on June 30, 2026. The SPA also requires the Company to, within 30 days of the initial closing, file (i) a Schedule 14C

information statement with the Securities and Exchange Commission (“SEC”) regarding the Shareholder Approval, and

(ii) a registration statement with the SEC registering the Pre-Delivery Shares and all other Common Shares that may be purchased by the

Investor pursuant to any Pre-Paid Purchase.

Each

Pre-Paid Purchase will be issued in substantially the same form as the Initial Pre-Paid Purchase (defined below), matures 18 months following

the date the purchase price for such Pre-Paid Purchase is delivered to the Company (the “Purchase Price Date”),

includes an 8% original issue discount (OID), accrues interest at 8% per annum, and is prepayable, after providing 10 trading

days’ notice, at a 10% premium to the then-outstanding balance of the Pre-Paid Purchase. If the registration statement referenced

above is not declared effective by the SEC within 90 days of the Purchase Price Date, the outstanding balance under the Pre-Paid Purchase

will automatically increase by 1% and will continue increasing by 1% every 30 days thereafter until the earlier of (i)

the date the registration statement is declared effective, or (ii) 6 months following the Purchase Price Date. Under

each Pre-Paid Purchase, the holder has the right to purchase Common Shares (by applying a portion of the outstanding balance

under the Pre-Paid Purchase to the purchase of Common Shares) at a purchase price equal to 90% multiplied by the lowest daily

volume-weighted average price during the five trading days preceding the purchase notice, subject to a $0.81 per share floor price,

and provided that the Investor may not purchase shares of Common Stock to the extent that such purchase would result in

the Investor’s beneficial ownership of Common Stock being in excess of 9.99%. If the volume-weighted average price of the Common

Shares is less than the $0.81 per share floor price for at least 5 consecutive trading days, the Company is required to begin making

monthly cash repayments of amounts outstanding under the Pre-Paid Purchase in amounts equal to (i) the outstanding balance at that time

divided by 6, plus (ii) outstanding interest as of each payment date.

Each

Pre-Paid Purchase is secured by a security agreement (the “Security Agreement”) by and between the Investor and the

Company and its subsidiaries, granting the Investor first priority security interests in all assets of the Company and its subsidiaries,

including Alpha Modus, Corp.’s intellectual property pursuant to a separate intellectual property security agreement (the “IP

Security Agreement”). Additionally, each of the Company’s subsidiaries are guarantors of the Company’s obligations

under each Pre-Paid Purchase pursuant to a guaranty (the “Guaranty”). William Alessi, his entity, Janbella Group,

LLC, the trusts deemed to be beneficially owned by Mr. Alessi, and Chris Chumas (the Company’s CSO) (each a “Capital Party”

and collectively the “Capital Parties”), are required to execute a subordination and voting agreement (the “Subordination

Agreement”) pursuant to which (i) all of the Company’s and its subsidiaries’ indebtedness and obligations to each

Capital Party will be subordinated to Investor, (ii) all security interests of any Capital Party will be subordinate to Investor’s

security interests, (iii) the Company and its subsidiaries will not make any payments to any Capital Party (except for non-discretionary

compensation owed to them pursuant to employment agreements with the Company), (iv) none of the Capital Parties will accelerate any subordinated

debt or equity, (v) and no Capital Party will convert, exchange, or transfer their shares of Company stock until such time as the Investor

has been fully paid and all financing agreements between the Investor and the Company are terminated. The Subordination Agreement also

requires Chris Chumas to convert the 430,000 shares of Series C Preferred Stock of the Company beneficially owned by him prior to June

29, 2026, into 304,412 Common Shares (the “Chumas Common Shares”) within 30 days of the Purchase Price Date,

and the SPA requires Chris Chumas to complete that conversion of preferred shares into the Chumas Common Shares prior to the initial

closing.

June 30, 2026, the Company sold to the Investor (i) an initial Pre-Paid Purchase in the original principal amount of $2,190,000 (the

“Initial Pre-Paid Purchase”), and (ii) the Pre-Delivery Shares, for a total purchase price of $2,000,045, which was

paid by the Investor to the Company in the initial closing on June 30, 2026. At the initial closing, the Company issued the Initial

Pre-Paid Purchase and Pre-Delivery Shares to the Investor, the Company and its subsidiaries entered into the Security Agreement, the

Company’s subsidiary (Alpha Modus, Corp.) entered into the IP Security Agreement, the Company’s subsidiaries entered into

the Guaranty, and the Capital Parties entered into the Subordination Agreement.

The

foregoing descriptions of the SPA, Pre-Paid Purchases, Security Agreement, IP Security Agreement, Guaranty, and Subordination Agreement,

do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are

filed as Exhibits 10.1-10.6 to this Current Report on Form 8-K and incorporated by reference herein.

Item

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

The

disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item

3.02. Unregistered Sales of Equity Securities.

The

disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02.

The

Pre-Delivery Shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section

4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the Investor was accredited and had adequate

access, through business or other relationships, to information about the Company, and the sale did not involve a public offering of

securities or any general solicitation.

June 29, 2026, Chris Chumas and his IRA each converted their 215,000 shares of Series C Preferred Stock of the Company into 152,206 Common

Shares as required by the SPA and Subordination Agreement described above (converting 430,000 shares of Series C Preferred

Stock in the aggregate into 304,412 Common Shares—the Chumas Common Shares). The Chumas Common Shares were

issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the Chumas

Common Shares were issued in exchange for preferred shares held by the shareholders, there was no additional consideration for the exchange,

and there was no remuneration for the solicitation of the exchange.

Following

the issuance of the Pre-Delivery Shares and Chumas Common Shares, the Company had 4,876,593 shares of Class A common stock outstanding.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc. and Streeterville Capital, LLC

10.2

Secured Pre-Paid Purchase #1, issued by Alpha Modus Holdings, Inc. to Streeterville Capital, LLC, dated June 29, 2026

10.3

Security Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc., Alpha Modus, Corp., Alpha Modus Financial Services, LLC, and Streeterville Capital, LLC

10.4

Intellectual Property Security Agreement, dated June 29, 2026, by Alpha Modus, Corp., and Streeterville Capital, LLC

10.5

Guaranty, dated June 29, 2026, by Alpha Modus, Corp., Alpha Modus Financial Services, LLC, and Streeterville Capital, LLC

10.6

Subordination and Voting Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc., Alpha Modus, Corp., Streeterville Capital, LLC, and the Capital Parties

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

ALPHA

MODUS HOLDINGS, INC.

Date:

July 2, 2026

By:

/s/

William Alessi

Name:

William

Alessi

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Securities

Purchase Agreement

THIS

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between ALPHA

MODUS HOLDINGS, INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability

company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will

have the meanings set forth in Section 13.

Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded

by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by

the United States Securities and Exchange Commission (the “SEC”).

Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (i) one

or more Secured Pre-Paid Purchases, in form substantially similar to that attached hereto as Exhibit A (each, a “Pre-Paid Purchase”),

in the aggregate purchase amount of up to $10,000,000.00 (the “Commitment Amount”), for the purchase of shares of

Class A common stock, $0.0001 par value per share, of Company (the “Common Shares”), upon the terms and subject to

the limitations and conditions set forth in such Pre-Paid Purchase; and (ii) 450,000 Common Shares to be delivered by Company to Investor

at Closing to be used as pre-delivery shares (the “Pre-Delivery Shares”).

This Agreement, the Pre-Paid Purchases, the Security Agreement (as defined below), the AMC IP Security Agreement (as defined below),

the Guaranty (as defined below), the Subordination Agreement (as defined below), and all other certificates, documents, agreements, resolutions

and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are

collectively referred to herein as the “Transaction Documents”.

For purposes of this Agreement: “Purchase Shares” means all Common Shares issuable pursuant to the Pre-Paid Purchases;

and “Securities” means the Pre-Paid Purchases, the Pre-Delivery Shares and the Purchase Shares.

NOW,

THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Company and Investor hereby agree as follows:

Purchase and Sale of Securities.

1.1.

Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Securities. In consideration

thereof, Investor shall pay the Purchase Price (as defined below) at Closing (as defined below).

1.2.

Form of Payment. On the Closing Date (as defined below), Investor shall pay to Company via wire transfer of immediately available

funds: (i) the Initial Purchase Price (as defined below) against delivery of Secured Pre-Paid Purchase #1 in the original principal amount

of $2,190,000.00 (the “Initial Pre-Paid Purchase”), and (ii) the Pre-Delivery Purchase Price (as defined below) against

delivery of the Pre-Delivery Shares.

1.3.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 8 and Section 9 below, the

date of the issuance and sale of the Initial Pre-Paid Purchase pursuant to this Agreement (the “Closing Date”) shall

be June 29, 2026, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred

at the offices of Capital Law Partners PLLC in Lehi, Utah.

1.4.

Purchase Price. The Initial Pre-Paid Purchase carries an original issue discount of$

160,000.00 (“OID”). The OID for the Initial Pre-Paid Purchase will be included in the initial principal balance of

the Initial Pre-Paid Purchase. Company agrees to pay $30,000.00 to Investor to cover Investor’s legal fees, accounting costs, due

diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of all Pre-Paid Purchases hereunder

(the “Transaction Expense Amount”). The OID and the Transaction Expense Amount will be included in the initial principal

balance of the Initial Pre-Paid Purchase. The “Initial Purchase Price”, therefore, shall be $2,000,000.00, computed

as follows: $2,190,000.00 initial principal balance, less the OID and the Transaction Expense Amount. In addition to the Initial Purchase

Price, Investor will also pay $45.00 to Company for the Pre-Delivery Shares (the “Pre-Delivery Purchase Price”, and

together with the Initial Purchase Price, the “Purchase Price”).

1.5.

Collateral for Pre-Paid Purchases; Guaranty. The Pre-Paid Purchases will be secured by: (i) a Security Agreement executed by Company,

Alpha Modus, Corp. (“AMC”), and Alpha Modus Financial Services, LLC (“AMFS”), in the form attached

hereto as Exhibit B (the “Security Agreement”); and (ii) an Intellectual Property Security Agreement executed by AMC

in the form attached hereto as Exhibit C (the “AMC IP Security Agreement”). Company’s obligations under the

Transaction Documents will also be guaranteed by a Guaranty executed by AMC and AMFS substantially in the form attached hereto as Exhibit

D (the “Guaranty”).

1.6.

Request for Additional Pre-Paid Purchases. The parties hereby agree that Company may, at its sole and absolute discretion, at

any time and from time to time during the Commitment Period, subject to the satisfaction of the conditions set forth in Annex I

attached hereto, request a Pre-Paid Purchase in an amount no more than the Maximum Purchase Amount and no less than the Minimum Purchase

Amount from Investor by providing a written notice of such request to Investor (each, a “Request”). The closing of

each Pre-Paid Purchase shall take place on or before the third (3rd) Trading Day (as defined in the Initial Pre-Paid Purchase)

following the date of such Request (the date of the closing of each Pre-Paid Purchase shall be referred to as the “Pre-Paid

Purchase Date”). Subject to the satisfaction of the conditions set forth in Annex I attached hereto as of such Pre-Paid

Purchase Date, Investor shall pay to Company the amount set forth in such Request (which amount shall serve as the purchase price of

such Pre-Paid Purchase) in immediately available funds to an account designated by Company in writing on each Pre-Paid Purchase Date

(except in respect of the Initial Pre-Paid Purchase, which shall be paid at Closing) immediately following delivery of the applicable

fully executed Pre-Paid Purchase in a form substantially similar to the Initial Pre-Paid Purchase except as noted in this Section1.6.

Each Pre-Paid Purchase will be considered a separate instrument with a separate outstanding balance and holding period. The OID for each

subsequent Pre-Paid Purchase after the Initial Pre-Paid Purchase will be eight percent (8%) of the amount set forth in the applicable

Request and each subsequent Pre-Paid Purchase will accrue interest at the rate of eight percent (8%) per annum. The floor price of each

subsequent Pre-Paid Purchase will be twenty percent (20%) of the Nasdaq Minimum Price on the Pre-Paid Purchase Date.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)

this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable

in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D of the 1933 Act.

Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company

is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation

and has the requisite corporate power to own its properties and to carry

on its business as now being conducted; (ii) Company is duly qualified to do business and is in good standing in each jurisdiction where

the nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common

Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to

file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated

hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement and

each of the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations

of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance

of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the

Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute

a default under (a) Company’s formation or incorporation documents or bylaws, each as currently in effect, (b) any indenture, mortgage,

deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets

are bound, including, without limitation, any listing agreement for the Common Shares, or (c) any existing applicable law, rule, or regulation

or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency,

or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization,

approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or

the stockholders or any investor or lender of Company is required to be obtained by Company for the issuance of the Securities to Investor

or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were

filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make

the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports,

schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or

has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior

to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public

board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority

or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision,

ruling or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability of,

or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated

any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company

is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”

is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or

similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions

contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws

and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall

have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a

type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify

and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners,

and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’

fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders,

members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers,

directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision

to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant

or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in

the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to

the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue

of the State of Utah, as set forth more specifically in Section 14.2 below, shall be applicable to the Transaction Documents and the

transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934

Act; (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed

the due diligence summary sheet provided by Investor; and (xix) Company agrees that each Pre-Paid Purchase issued hereunder will be deemed

to be a security under the 1933 Act for all purposes and agrees not to take a contrary position in any document, statement, setting,

or situation. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and

agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants

and agrees it will not use any such information or legal theory as a defense to performance of its obligations under the Transaction

Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.

Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,

or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so

long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days thereafter, Company will remain in

good standing with its Principal Market and timely file on the applicable deadline all reports required to be filed with the SEC pursuant

to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public

information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would

permit such termination; (ii) when issued, Pre-Delivery Shares and Purchase Shares will be duly authorized, validly issued, fully paid

for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iii) the Common Shares shall be listed or quoted

for trading on NYSE, NYSE American, or Nasdaq; (iv) trading in the Common Shares will not be suspended, halted, chilled, frozen, reach

zero bid or otherwise cease trading on Company’s Principal Market; (v) Company will not make any Restricted Issuance (as defined

below) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute

discretion; (vi) Company shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up,

restricts in any way or otherwise prohibits Company: (a) from entering into a variable rate transaction with Investor or any affiliate

of Investor, or (b) from issuing Common Shares, preferred stock, warrants, convertible notes, Pre-Paid Purchases, other debt securities,

or any other Company securities to Investor or any affiliate of Investor; and (vii) Company will not make any payments to Janbella Group,

LLC, William Alessi, or any affiliates thereof (together, the “Affiliated Debtholders”) with respect any debt obligations

owed by Company to the Affiliated Debtholders.

For

purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations

(including any merchant cash advance, account receivable factoring or other similar agreement) other than trade payables in the ordinary

course of business, or the issuance of any securities that: (i) have or may have conversion rights of any kind, contingent, conditional

or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the

Common Shares; (ii) are or may become convertible into Common Shares (including without limitation convertible debt, warrants or convertible

preferred shares), with a conversion price that varies with the market price of the Common Shares, even if such security only becomes

convertible following an event of default, the passage of time, or another trigger event or condition; (iii) have a fixed conversion

price, exercise price or exchange price that is subject to being reset

at some future date at any time after the initial issuance of such debt or equity security (a) due to a change in the market price of

the Common Shares since the date of the initial issuance, or (b) upon the occurrence of specified or contingent events directly or indirectly

related to the business of Company (including, without limitation, any “full ratchet” or “weighted average” anti-dilution

provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock

split or other similar transaction); or (iv) are issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement,

or any other similar settlement or exchange. For the avoidance of doubt, none of the following will be considered Restricted Issuances:

(i) current or future “at-the-market” (ATM) trading facilities; and (ii) any debt or other financing provided by the Affiliated

Debtholders that is subordinated to the Pre-Paid Purchases pursuant to the Subordination Agreement will not constitute a Restricted Issuance.

Additional Covenants. Company covenants with Investor as follows, which covenants are for the benefit of Investor during the Commitment

Period:

5.1.

Registration Statement.

(a)

The Registration Statement. Company will file with the SEC a registration statement on Form S-1 (the “Initial Registration

Statement”) within thirty (30) days from the Closing Date registering the resale of the Pre-Delivery Shares, all Purchase Shares

available for purchase by Investor assuming purchase of the full Commitment Amount, and any other Common Shares issuable pursuant to

this Agreement or the Pre-Paid Purchases (except that such number of shares may be reduced if required by the SEC), including a base

prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things

a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. Except where the context otherwise

requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or

incorporated by reference therein, and including any information contained in a Prospectus Supplement subsequently filed with the SEC

pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement

pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company will use its reasonable

best efforts to get the Initial Registration Statement effective as soon as possible. Company covenants to file one or more Registration

Statements as necessary to have sufficient Common Shares registered at all times to accommodate the full Commitment Amount. Company covenants

to file a new Registration Statement prior to the expiration of the Initial Registration Statement. Following effectiveness of the Initial

Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement,

or any subsequent Registration Statements, at all times Investor owns any of the Securities. Company will file any required sticker updates

within three (3) Trading Days of the occurrence of the event necessitating such update.

(b)

Initial Disclosure. Within four (4) Trading Days of execution of the Initial Pre-Paid Purchase, Company shall file with the SEC

a current report on Form 8-K or such other appropriate form as determined by counsel to Company (the “Current Report”),

relating to the transactions contemplated by this Agreement disclosing all information relating to the transaction contemplated hereby

required to be disclosed therein.

(c)

Amendments and Other Filings. Company shall (i) prepare and file with the SEC such amendments (including post-effective amendments)

and supplements to a Registration Statement and the related prospectus used in connection with such Registration Statement, and (ii)

all Periodic Reports as may be necessary to keep such Registration Statement effective at all times during the Commitment Period.

5.2.

Listing of Common Shares. As of each Purchase Notice Date, Company will use its commercially reasonable efforts to cause the Shares

to be listed on the Principal Market.

5.3.

Notice of Certain Events Affecting Registration; Suspension of Right to Request a Pre-Paid Purchase. Company will promptly notify

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

Statement or related Prospectus (in each of which cases the information provided to Investor will be kept strictly confidential): (i)

except for requests made in connection with SEC investigations, receipt of any request for additional information by the SEC or any other

federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments

or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any other federal governmental authority

of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii)

receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common

Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any

event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be

incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement,

related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and

that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the 1933

Act or any other law; (v) Company’s reasonable determination that a post-effective amendment to the Registration Statement would

be appropriate and Company will promptly make available to Investor any such supplement or amendment to the related Prospectus. Investor

shall not deliver to Company any Purchase Notice, and Company shall not sell any Purchase Shares pursuant to any pending Purchase Notice,

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

(v), inclusive, a “Material Outside Event”). Company shall be obligated to cure any Material Outside Event within

ten (10) Trading Days. Notwithstanding anything to the contrary contained in this paragraph, consistent with Section 5.6, Company may

not disclose to the Investor any material information not yet publicly available or disclosed to other shareholders.

5.4.

Market Activities. Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes

or might reasonably be expected to constitute, the manipulation of the price of any security of Company under Regulation M of the 1934

Act.

5.5.

No Frustration. Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction

in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of Company to perform

its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of Company to deliver

the Purchase Shares to Investor pursuant to a Purchase Notice.

5.6.

Material Non-Public Information. From and after the filing of the Current Report with the SEC, Company shall have publicly disclosed

all material, non-public information delivered to Investor (or Investor’s representatives or agents) by Company or any of its subsidiaries,

or any of their respective officers, directors, employees, agents or representatives (if any) in connection with Company and any of its

subsidiaries. Company covenants and agrees that, other than with Investor’s prior consent, it shall refrain from disclosing, and

shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information (as determined

under the 1933 Act, the 1934 Act, or the rules and regulations of the

SEC) to Investor without also disseminating such information to the public within a reasonable time period thereafter, unless prior to

disclosure of such information Company identifies such information as being material non-public information and provides Investor with

the opportunity to accept or refuse to accept such material non-public information for review. Company understands and confirms that

Investor will rely on the foregoing representations in effecting resales of Purchase Shares and Pre-Delivery Shares under the Registration

Statement.

5.7.

Exchange Cap. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, Company

and Investor agree that the total cumulative number of Common Shares issued to Investor under all Pre-Paid Purchases together with all

other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Exchange Cap”), except

that such limitation will not apply following Approval (defined below). As a condition to Closing, Company will obtain approval by written

consent of the holders of a majority of its outstanding voting securities of all Pre-Paid Purchases that have been or may be issued hereunder

covering the full Commitment Amount and the issuance of Purchase Shares under all Pre-Paid Purchases in excess of the Exchange Cap (without

any cap on the number of shares approved) (the “Approval”). Company will file a PRE14C with the SEC within thirty

(30) days of the Closing Date and will timely file a DEF14C to notify its stockholders of such Approval. For the avoidance of doubt,

upon obtaining the Approval, the Exchange Cap shall cease to apply.

Indemnification.

6.1.

Indemnification by Company. In consideration of Investor’s execution and delivery of this Agreement and acquiring the Pre-Paid

Purchases hereunder, and in addition to all of Company’s other obligations under this Agreement, Company shall defend, protect,

indemnify and hold harmless Investor and its officers, directors, managers, members, partners, employees and agents (including, without

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

within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Investor Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable

and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which

indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),

incurred by Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement for the registration of the Purchase Shares as originally

filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or

are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading; provided, however, that Company will not be liable in any such case to the extent that any such loss,

claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged

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

for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by Company

in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any

material covenant, material agreement or material obligation of Company contained in this Agreement or any other certificate, instrument

or document contemplated hereby or thereby. To the extent that the foregoing undertaking by Company may be unenforceable under Applicable

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

under Applicable Laws.

6.2.

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

all of Investor’s other obligations under this Agreement, Investor shall defend, protect, indemnify and hold harmless Company and

all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with

the transactions contemplated by this Agreement) and each person who controls Company within the meaning of Section 15 of the 1933 Act

or Section 20 of the 1934 Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities

incurred by Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement for the registration of the Purchase Shares as originally

filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or

are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading; provided, however, that Investor will only be liable for written information relating to Investor

furnished to Company by or on behalf of Investor specifically for inclusion in the documents referred to in the foregoing indemnity,

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

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

written information furnished to Investor by or on behalf of Company specifically for inclusion therein; (b) any misrepresentation or

breach of any representation or warranty made by Investor in this Agreement or any instrument or document contemplated hereby or thereby

executed by Investor; or (c) any breach of any covenant, agreement or obligation of Investor contained in this Agreement or any other

certificate, instrument or document contemplated hereby or thereby executed by Investor. To the extent that the foregoing undertaking

by Investor may be unenforceable under Applicable Laws, Investor shall make the maximum contribution to the payment and satisfaction

of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

6.3.

Notice of Claims. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any

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

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

party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify

the indemnifying party will not relieve it of liability under this Section 6 except to the extent the indemnifying party is prejudiced

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

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

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

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

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

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

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

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

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

party and shall furnish to the indemnifying party all information reasonably available to Investor Indemnitee or Company Indemnitee which

relates to such action or claim. The indemnifying party shall keep Investor Indemnitee or Company Indemnitee reasonably apprised as to

the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement

of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not

unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of Investor Indemnitee

or Company Indemnitee, consent to entry of any judgment or enter into any settlement or

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

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

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

third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by

this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when

bills are received and payment therefor is due.

Termination. So long as no Pre-Paid Purchases are outstanding and Investor owns no Purchase Shares, Company will have the right

to terminate this Agreement upon ten (10) days’ prior written notice to Investor.

Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Initial Pre-Paid Purchase

and the Pre-Delivery Shares to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the

following conditions:

8.1.

Investor shall have executed all applicable Transaction Documents and delivered the same to Company.

8.2.

Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Initial Pre-Paid Purchase

and the Pre-Delivery Shares at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions,

provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

9.1.

Company shall have executed this Agreement, the Initial Pre-Paid Purchase, and the Security Agreement and delivered the same to Investor.

9.2.

AMC shall have executed the Security Agreement, the AMC IP Security Agreement, and the Guaranty and delivered the same to Investor.

9.3.

AMFS shall have executed the Security Agreement and the Guaranty and delivered the same to Investor.

9.4.

Company shall have issued the Pre-Delivery Shares to Investor, which issuance shall not occur until after all Series C Preferred Stock

has been converted into Common Shares.

9.5.

Company and the Affiliated Debtholders shall have executed and delivered the Subordination and Voting Agreement substantially in the

form attached hereto as Exhibit E (the “Subordination Agreement”).

9.6.

Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)

substantially in the form attached hereto as Exhibit F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer

Agent”).

9.7.

Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

G evidencing Company’s approval of the Transaction Documents.

9.8.

Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit

H to be delivered to the Transfer Agent.

9.9.

Company shall have converted or exchanged all shares of Series C Preferred Stock into Common Shares.

9.10.

Company shall have obtained the Approval by written consent of the holders of a majority of its outstanding voting securities and delivered

evidence thereof to Investor.

9.11.

Investor shall have received a fully perfected first-position security interest in all assets of Company (subject to Permitted Liens

(as defined in the Security Agreement)).

9.12.

Company shall have delivered to Investor fully executed copies of all other documents required to be executed by Company to consummate

the transactions contemplated by the Transaction Documents.

10.

Reservation of Shares. On the date hereof, Company will reserve 1,500,000 Common Shares from its authorized and unissued Common

Shares to provide for all issuances of Common Shares under this Agreement and all Pre-Paid Purchases (the “Share Reserve”).

Company further agrees to add additional Common Shares to the Share Reserve in increments of 100,000 shares as and when requested by

Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than the number of Common

Shares equal to the Pre-Paid Purchase Outstanding Balance divided by the Floor Price. Company shall further require the Transfer Agent

to hold the Common Shares reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to

Investor promptly upon Investor’s delivery of a Purchase Notice under the Pre-Paid Purchase. Finally, Company shall require the

Transfer Agent to issue Common Shares pursuant to the Pre-Paid Purchase to Investor out of its authorized and unissued shares, and not

the Share Reserve, to the extent Common Shares have been authorized, but not issued, and are not included in the Share Reserve. The Transfer

Agent shall only issue Common Shares out of the Share Reserve to the extent there are no other authorized shares available for issuance

and then only with Investor’s written consent.

11.

Most Favored Nation. So long as any Pre-Paid Purchase is outstanding, upon any issuance by Company of any security (including

Pre-Paid Purchases issued after the Initial Pre-Paid Purchase) with any term or condition more favorable to the holder of such security

or with a term in favor of the holder of such security that was not similarly provided to Investor in the Transaction Documents, then

Company shall notify Investor of such additional or more favorable term and such term, at Investor’s option, shall become a part

of the Transaction Documents for the benefit of Investor. Additionally, if Company fails to notify Investor of any such additional or

more favorable term, but Investor becomes aware that Company has granted such a term to any third party, Investor may notify Company

of such additional or more favorable term and such term shall become a part of the Transaction Documents retroactive to the date on which

such term was granted to the applicable third party. The types of terms contained in another security that may be more favorable to the

holder of such security include, but are not limited to, terms addressing floor prices, fixed purchase prices, conversion discounts,

conversion lookback periods, interest rates, original issue discounts, stock sale prices, warrant coverage, warrant exercise prices,

and anti-dilution/conversion and exercise price resets. In furtherance of the foregoing, and notwithstanding anything to the contrary

in the Transaction Documents, upon the funding of any Pre-Paid Purchase subsequent to a previously issued Pre-Paid Purchase, if such

subsequently funded Pre-Paid Purchase has a lower per share purchase price floor than any previously issued Pre-Paid Purchase, then the

per share purchase price floor of each such previously issued Pre-Paid

Purchase shall automatically be reduced to equal the lowest per share purchase price floor of any such subsequently funded Pre-Paid Purchase,

without any further action by either party.

12.

Pre-Delivery Shares.

12.1.

Investor shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose

of, or enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance,

hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares, provided; however,

that during the period beginning 24 hours prior to any Trading Day in which Investor delivers a Purchase Notice to Company and ending

on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice (such period, the “Interim Period”),

Investor may Transfer a number of Pre-Delivery Shares up to the number of Purchase Shares covered by the applicable Purchase Notice;

provided further that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Purchase Shares

shall be deemed to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder

applicable to Pre-Delivery Shares). Notwithstanding the foregoing, Investor may sell up to $150,000.00 of Pre-Delivery Shares per day

without needing to submit a Purchase Notice on such day.

12.2.

At such time as the Pre-Paid Purchase Outstanding Balance is zero and the Commitment Period has ended, Company may repurchase the Pre-Delivery

Shares upon a written request, and within thirty (30) Trading Days of such written request from Company, Investor shall deliver to Company

a number of Common Shares equal to the number of Pre-Delivery Shares (as adjusted for any share splits, share dividends, share combinations,

recapitalizations or other similar transactions occurring after the date hereof) delivered to Investor hereunder, and Company will pay

Investor $0.0001 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions

occurring after the date hereof) for each such Pre-Delivery Share.

13.

Certain Definitions.

13.1.

“Applicable Laws” means all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies,

guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without

limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii)

all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States

Foreign Corrupt Practices Act of 1977, and (iii) any sanctions laws.

13.2.

“Change of Control” means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar

transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of Company’s securities

if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of Company,

or would otherwise have the power to control Company or to direct the operations of Company.

13.3.

“Commitment Period” means the period beginning on the Closing Date and ending on the earlier of: (i) the date that

is two (2) years from the Closing Date, (ii) the date Company has sold $10,000,000 in Pre-Paid Purchases hereunder; and (iii) termination

of this Agreement. Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered

into after the Closing, the Commitment Period for any Pre-Paid Purchases shall automatically terminate immediately prior to the consummation

of such Change of Control. Investor may waive this condition subsequent, at its sole discretion. For the avoidance of doubt, the termination

of the Commitment Period will not affect Company’s or Investor’s

obligations with respect to Pre-Paid Purchases issued prior to the termination of the Commitment Period.

13.4.

“Maximum Purchase Amount” means $4,000,000.00 less the Pre-Paid Purchase Outstanding Balance, rounded down to the

nearest $1,000.00.

13.5. “Minimum Purchase Amount” means $100,000.00.

13.6.

“Nasdaq Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

13.7.

“Periodic Reports” shall mean Company’s (i) Annual Reports on Form 10-K, (ii) any quarterly report to be filed

on Form 10-Q, (iii) any current report to be filed on Form 8-K, and (iv) all other reports required to be filed by Company with the SEC

under applicable laws and regulations (including, without limitation, Regulation S-K); provided that all such Periodic Reports

shall include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be

included in such Periodic Reports in compliance with all applicable laws and regulations.

13.8.

“Pre-Paid Purchase Outstanding Balance” means the aggregate outstanding balance of all outstanding Pre-Paid Purchases.

13.9.

“Principal Market” means the Nasdaq Stock Exchange; provided however, that in the event Company’s Common Shares

are ever listed or traded on the New York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such

other market or exchange on which Company’s Common Shares are then listed or traded.

13.10.

“Purchase Notice” means a written notice in the form of Exhibit A to the Pre-Paid Purchase delivered by Investor to

Company requiring Company to sell Purchase Shares to Investor.

13.11.

“Purchase Notice Date” means each date Investor delivers to Company a Purchase Notice.

14.

Miscellaneous. The provisions set forth in this Section 14 shall apply to this Agreement, as well as all other Transaction Documents

as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth

in this Section 14 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

14.1.

Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit I) arising under this Agreement or any other

Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the

parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit I attached hereto (the “Arbitration

Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 14.3 below may be pursued

in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.

The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable

from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has

reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands

that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to

the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing

representations. Company acknowledges and agrees that Investor may rely

upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

14.2.

Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving

effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that

the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the

parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and

notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other

agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving

Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing

Common Shares to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal

jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such

court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where

Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares

to Investor for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper

venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing

of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company

covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 14.10

below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is

not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents

or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the

issuance of any Common Shares to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any such action.

Company acknowledges that the governing law and venue provisions set forth in this Section 14.2 are material terms to induce Investor

to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 14.2 Investor would not

have entered into the Transaction Documents.

14.3.

Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails

to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.

It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of

this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being

in addition to any other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically

agrees that: (i) following an Event of Default under any Pre-Paid Purchase, Investor shall have the right to seek injunctive relief from

a court or an arbitrator prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless the Pre-Paid

Purchase Outstanding Balance is being paid in full simultaneously with such issuance; (ii)

following a breach of Section 4(vi) above, Investor shall have the right to seek injunctive relief from a court or arbitrator invalidating

such lock-up; and (iii) if Company enters into a definitive agreement that contemplates a Fundamental Transaction (as defined in the

Initial Pre-Paid Purchase), unless such agreement contains a closing condition that all outstanding Pre-Paid Purchases are repaid in

full upon consummation of the transaction or Investor has provided its written consent in writing to such Fundamental Transaction, Investor

shall have the right to seek injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically

acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such

leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction

from a court or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall

not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights

to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent

Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other

Claims in the future in a separate arbitration.

14.4.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic

calculation under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Purchase Share Purchase

Price, VWAP (each, as defined in the Initial Pre-Paid Purchase) or the number of Purchase Shares (each, a “Calculation”),

Company or Investor (as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i)

within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may

be) or (ii) if no notice gave rise to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute.

If Investor and Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted

to Company or Investor (as the case may be), then Investor will promptly submit via email or facsimile the disputed Calculation to Unkar

Systems Inc. (“Unkar Systems”). Investor shall cause Unkar Systems to perform the Calculation and notify Company and

Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’

determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing

such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from

the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as

defined in the Initial Pre-Paid Purchase) shall be granted and Company shall incur all effects for failing to deliver the applicable

shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, Investor may, in its sole discretion,

designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such

event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment

bank or accounting firm so designated by Investor.

14.5.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14.6.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

14.7.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule

of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

14.8.

Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor

makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term

sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

14.9.

Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties

hereto.

14.10.

Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be

deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor

or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation

which is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage Pre-Paid, in

the United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing

by express courier, with delivery costs and fees Pre-Paid, in each case, addressed to each of the other parties thereunto entitled at

the following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice

similarly given to each of the other parties hereto):

to Company:

Alpha

Modus Holdings, Inc.

Attn:

William Alessi

20311

Chartwell Center Dr., #1469

Cornelius,

North Carolina 28031

to Investor:

Streeterville

Capital, LLC

Attn:

John M. Fife

297

Auto Mall Drive #4

St.

George, Utah 84770

With

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

Capital

Law Partners PLLC

Attn:

Jonathan Hansen

1873

W. Traverse Pkwy, Suite E #610

Lehi,

Utah 84048

14.11.

Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed

by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to

obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties

hereunder, whether directly or indirectly, without the prior written

consent of Investor, and any such attempted assignment or delegation shall be null and void.

14.12.

Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive

the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify

and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of

or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement

or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

14.13.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

14.14.

Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction

Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and

remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,

in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order

as Investor may deem expedient.

14.15.

Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the

other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing

party all costs and expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal.

The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered

on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments

are entered in favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into

account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value

of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for

frivolous or bad faith pleading. If (i) any Pre-Paid Purchase is placed in the hands of an attorney for collection or enforcement prior

to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor

otherwise takes action to collect amounts due under the Pre-Paid Purchases or to enforce the provisions of the Pre-Paid Purchases, or

(ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s creditors’

rights and involving a claim under the Pre-Paid Purchases; then Company shall pay the costs incurred by Investor for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

reasonable attorneys’ fees, expenses, deposition costs, and disbursements.

14.16.

Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party

granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision

or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent

or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

14.17.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY

ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS

OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW

OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY

WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

14.18.

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the

other Transaction Documents.

14.19.

Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions

needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents

and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived

the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or

undue influence by Investor or anyone else.

14.20.

Third-Party Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties

hereto and their respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement or any other Transaction

Document. Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon any other person

any rights, remedies, obligations or liabilities of any nature whatsoever.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

STREETERVILLE

CAPITAL, LLC

By:

/s/ John Fife

John Fife, President

COMPANY:

Alpha Modus

Holdings, Inc.

By:

/s/ William

Alessi

William Alessi, Chief Executive Officer

[Signature

Page to Securities Purchase Agreement]

ATTACHED

EXHIBITS:

Exhibit A

Initial Pre-Paid Purchase

Exhibit B

Security Agreement

Exhibit C

AMC IP Security Agreement

Exhibit D

Guaranty

Exhibit E

Subordination Agreement

Exhibit F

Irrevocable Transfer Agent Instructions

Exhibit G

Officer’s Certificate

Exhibit H

Share Issuance Resolution

Exhibit I

Arbitration Provisions

ANNEX

CONDITIONS

PRECEDENT TO INVESTOR’S OBLIGATION TO PURCHASE A PRE-PAID PURCHASE

The

obligation of Investor to purchase from Company a Pre-Paid Purchase hereunder on each Pre-Paid Purchase Date is subject to the satisfaction,

as of the date of each Request for a Pre-Paid Purchase and each Pre-Paid Purchase Date, of each of the following conditions, provided

that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion by providing

Company with prior written notice thereof:

(a) Company

shall have duly executed and delivered to Investor each of the Transaction Documents to which

it is a party.

(b) Company

has received the Approval to issue any Purchase Shares in excess of the Exchange Cap with

respect to all Pre-Paid Purchases, and the Approval remains effective as of each applicable

Pre-Paid Purchase Date. For the avoidance of doubt, this condition shall not be deemed satisfied

unless the Approval authorizes the issuance of Purchase Shares under all Pre-Paid Purchases

without any “hard cap” or other limitation on the number of shares that may be

issued under the facility (by way of example, if the written consent provides approval only

for a fixed number of shares, this condition shall not be satisfied).

is an effective Registration Statement pursuant to which Investor is permitted to utilize

the prospectus thereunder to sell all of the Purchase Shares issuable pursuant to such Pre-Paid

Purchase. The Current Report shall have been filed with the SEC and Company shall have filed

with the SEC in a timely manner all reports, notices and other documents required under the

1934 Act and applicable SEC regulations during the twelve-month period immediately preceding

the applicable Pre-Paid Purchase Date. Upon request, Investor shall have received an opinion

of counsel to Company, in the form reasonably acceptable to Investor, with respect to the

effectiveness of the Registration Statement.

(d) No

Material Outside Event shall have occurred and be continuing.

(e) The

20-day and 60-day median and average daily trading volume must be greater than or equal to

$250,000.00, as reported by Bloomberg, L.P.

(f) Company

shall be in full compliance with the Share Reserve requirements in Section 10 of the Agreement.

(g) The

number of Common Shares that remain available for issuance under the Registration Statement

shall be at least 200% of the maximum number of Common Shares issuable pursuant to all outstanding

Pre-Paid Purchases (taking into account all Pre-Paid Purchases that will be outstanding upon

the closing of the Pre-Paid Purchase requested and calculated based on the Purchase Share

Purchase Price as of the date of determination without taking into account any of the limitations

set forth herein).

(h) All

of the Purchase Shares issuable pursuant to the applicable Pre-Paid Purchase shall have been

duly authorized by all necessary corporate action of Company. All Purchase Shares relating

to all prior Pre-Paid Purchases required to have been received by Investor under each Pre-Paid

Purchase shall have been delivered to Investor in accordance with such Pre-Paid Purchase.

(i) Company

shall have delivered to Investor a certificate evidencing the incorporation and good standing

of Company as of a date within ten (10) days of the Pre-Paid Purchase Date.

(j) The

board of directors of Company has approved the transactions contemplated by the Transaction

Documents and the applicable Pre-Paid Purchase; said approval has not been amended, rescinded

or modified and remains in full force and effect as of the date hereof, and a true, correct

and complete copy of such resolutions duly adopted by the board of directors of Company shall

have been provided to Investor.

(k) Each

and every representation and warranty of Company shall be true and correct in all material

respects (other than representations and warranties qualified by materiality, which shall

be true and correct in all respects) as of the date when made and as of the date of the Pre-Paid

Purchase Date as though originally made at that time (except for representations and warranties

that speak as of a specific date, which shall be true and correct as of such specific date)

and Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions set forth in each Transaction Document required to be performed,

satisfied or complied with by Company at or prior to the applicable Pre-Paid Purchase Date.

(l) Trading

in the Common Shares shall not have been suspended by the SEC, the Principal Market or FINRA,

Company shall not have received any final and non-appealable notice that the listing or quotation

of the Common Shares on the Principal Market shall be terminated on a date certain (unless,

prior to such date certain, the Common Shares is listed or quoted on any subsequent Principal

Market), nor shall there have been imposed any suspension of, or restriction on, accepting

additional deposits of the Common Shares, electronic trading or book-entry services by DTC

with respect to the Common Shares that is continuing, Company shall not have received any

notice from DTC to the effect that a suspension of, or restriction on, accepting additional

deposits of the Common Shares, electronic trading or book-entry services by DTC with respect

to the Common Shares is being imposed or is contemplated (unless, prior to such suspension

or restriction, DTC shall have notified Company in writing that DTC has determined not to

impose any such suspension or restriction).

(m) Company

shall have obtained all governmental, regulatory or third-party consents and approvals, if

any, necessary for the sale of the Purchase Shares.

(n) To

Company’s knowledge, no statute, rule, regulation, executive order, decree, ruling

or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental

entity of competent jurisdiction that prohibits the consummation of any of the transactions

contemplated by the Transaction Documents.

(o) Since

the date of execution of this Agreement, no event or series of events shall have occurred

that has resulted in or would reasonably be expected to result in a material adverse effect,

or an Event of Default.

(p) The

Pre-Paid Purchase Outstanding Balance shall be less than $1,000,000.00.

(q) The

market capitalization of Company shall be greater than or equal to $35,000,000.00 during

the prior ten (10) Trading Days

(r) Company

shall have notified the Principal Market of the issuance of all of the Purchase Shares hereunder,

in accordance with the Principal Market’s customary process for the listing of additional

shares.

(s) Company

shall have delivered to Investor a compliance certificate executed by the chief executive

officer of Company certifying that Company has complied with all of the conditions precedent

to the applicable Pre-Paid Purchase set forth herein and which may be relied upon by Investor

as evidence of satisfaction of such conditions without any obligation to independently verify.

(t) Company

and its subsidiaries shall have delivered to Investor such other documents, instruments or

certificates relating to the transactions contemplated by this Agreement or the Pre-Paid

Purchases as Investor or its counsel may reasonably request.

(u) The

Purchase Shares would be available for immediate resale by Investor in Investor’s brokerage

account.

(v) Company’s

book value as reported in its most recent Periodic Report is greater than $2,500,000.00.

(w) Company

is not in a non-compliance period with Nasdaq or other applicable national securities exchange.

EXHIBIT

ARBITRATION

PROVISIONS

Dispute Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The term “Claims” specifically excludes a dispute over Calculations. The parties to the Agreement hereby agree

that these Arbitration Provisions are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration

Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document

invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. Any

capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.

Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)

to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to

the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award

of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding

upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented

or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to

monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection

with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting

such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Pre-Paid Purchase,

“Default Interest”) (with respect to monetary awards) at the rate specified in the Pre-Paid Purchase for Default Interest

both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal

court sitting in Salt Lake County, Utah.

The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration

Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).

Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event

of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these

Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration

Act that may conflict with or vary from these Arbitration Provisions.

Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1

Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration

by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under

Section 14.10 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may

not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to

such other party under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered,

and notices may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration

Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims

in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2

Selection and Payment of Arbitrator.

(a)

Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of

doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after

Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1)

of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one

of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators

by providing written notice of such selection to Company.

(b)

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may

then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice

to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

(c)

If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected

such Proposed Arbitrator may select one (1) of the other two (2) Proposed Arbitrators within three (3) calendar days of the date the

chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators

decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this

Paragraph 4.2.

(d)

The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both

parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then

the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if

one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to

the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3

Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the

Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without

limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The

Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,

it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the

event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these

Arbitration Provisions shall control.

4.4

Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5

Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent

legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject

to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s attorneys’ fees and costs incurred in connection with

such action.

4.6

Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a)

Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,

and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded

in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited

as follows:

(i)

To facts directly connected with the transactions contemplated by the Agreement.

(ii)

To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or

less expensive than in the manner requested.

(b)

No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,

then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must

pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is

deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated

attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken

in Utah.

(c)

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator

and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation

of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.

The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the

arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written

challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding

as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires

the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires

the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s

finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or

a challenge to discovery requests fails to do so within such 5-day period,

the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated with responding to such discovery

requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five

(25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery

requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for

admissions, must prepay the estimated attorneys’ fees and costs, before the responding party has any obligation to produce or respond

to the same, unless such obligation is deemed waived as set forth above.

(d)

In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth

in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery

request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator

may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e)

Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of

the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:

(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name

and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other

cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)

the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert

witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter

not fairly disclosed in the expert report.

4.7

Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules

of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required

to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the

Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator

and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within

seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support

shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”).

If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver

the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion

shall proceed regardless.

4.8

Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including

without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential

in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration

process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure

such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party

or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving

party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court

of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives

and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to

Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure

of privileged information and confidential information upon the written request of either party.

4.9

Authorization; Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize

and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the

Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that

an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator

is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date

in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents

by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.

4.10

Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief

which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,

provided that the arbitrator may not award exemplary or punitive damages.

4.11

Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being

awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory

fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,

and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12

Motion to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration

Award with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award;

and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Appeal.

5.1

Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have

a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant

elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel

of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein

as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph

4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,

the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond

in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.

In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance

with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will

not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)

to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.

The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has

been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part

of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2

Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof

of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)

person arbitration panel (the “Appeal Panel”).

(a)

Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b)

If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the

Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed

Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators

by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five

(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to

the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within

such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant

may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice

of such selection to the Appellee.

(c)

If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal

Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date

a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three

(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator

selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators

who have already agreed to serve shall remain on the Appeal Panel.

(d)

The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2

agree in writing (including via email) delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder

is referred to herein as the “Appeal Commencement Date”. No later than five (5) calendar days after the Appeal Commencement

Date, the Appellee shall designate in writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the

three (3) members of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall

be deemed an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal,

the Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority vote of its members, as announced

or communicated by the lead arbitrator on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the

Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member

of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel

shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3

Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel

shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and

all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate

for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous

evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents

filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal

Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new

witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the

Arbitration Award.

5.4

Timing.

(a)

Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal

Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply

Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of

this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.

If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply

Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and

the Appeal shall proceed regardless.

(b)

Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar

days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5

Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator

on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety

and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Pre-Paid Purchase for Default Interest both before and

after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in

Salt Lake County, Utah.

5.6

Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal

Panel may not award exemplary or punitive damages.

5.7

Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party

being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any

statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the

Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal

Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges

awarded to any party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including

without limitation in connection with the Appeal).

Miscellaneous.

6.1

Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision

shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration

Provisions shall remain unaffected and in full force and effect.

6.2

Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict

of laws principles therein.

6.3

Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,

or affect the interpretation of, these Arbitration Provisions.

6.4

Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed

by the party granting the waiver.

6.5

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

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EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

SECURED PRE-PAID PURCHASE #1

June

29, 2026

U.S.

$2,190,000.00

FOR

VALUE RECEIVED, Alpha Modus Holdings, Inc., a Delaware corporation (“Company”),

promises to pay to Streeterville Capital,

LLC, a Utah limited liability company, or its successors or assigns (“Investor”), $2,190,000.00 and any interest,

fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months from the Purchase Price Date (the “Maturity

Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent

(8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on

the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance

with the terms of this Secured Pre-Paid Purchase #1 (this “Pre-Paid Purchase”), which is issued and made effective

as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities

Purchase Agreement dated June 29, 2026, as the same may be amended from time to time, by and between Company and Investor (the “Purchase

Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein

by this reference.

This

Pre-Paid Purchase carries an original issue discount of $160,000.00 (the “OID”). Company agrees to pay $30,000.00

to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in

connection with the purchase and sale of this Pre-Paid Purchase (the “Transaction Expense Amount”). The OID and the

Transaction Expense Amount are included in the initial principal balance of this Pre-Paid Purchase and are deemed to be fully earned

and non-refundable as of the Purchase Price Date.

Payment; Prepayment; Effectiveness of Registration Statement.

1.1.

Payment. All payments owing hereunder shall be in lawful money of the United States of America or Purchase Shares (as defined

below), as provided for herein, and delivered to Investor at the address or bank account furnished to Company for that purpose. All payments

shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,

and thereafter, to (d) principal.

1.2.

Prepayment. Notwithstanding the foregoing, with ten (10) Trading Days’ prior written notice Company may prepay all or any

portion of the Outstanding Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as

defined below) from Investor where the applicable Purchase Shares have not yet been delivered). For the avoidance of doubt, during the

ten (10) Trading Day prepayment notice period, Investor shall retain the right to submit Purchase Notices, if applicable. If Company

exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 110% multiplied

by the portion of the Outstanding Balance Company elects to prepay. Company will lose the right to prepay this Pre-Paid Purchase if:

(a) an Event of Default (as defined below) occurs hereunder; or (b) Company elects to prepay this Pre-Paid Purchase and fails to do so

on the date set forth in the prepayment notice sent to Investor.

1.3.

Effectiveness of Registration Statement. In the event the Initial Registration Statement (as defined in the Purchase Agreement)

has not been declared effective by the SEC (as defined in the Purchase Agreement) within ninety (90) days of the Effective Date, then

the Outstanding Balance will automatically increase by one percent (1%) on such 90th day and continue to increase by one percent

(1%) for each thirty (30) days that the Initial Registration Statement is not declared effective (until the six (6) month anniversary

of the Effective Date).

Security. This Pre-Paid Purchase is secured by the Collateral Agreements (as defined in the Purchase Agreement) and guaranteed

by the Guaranty (as defined in the Purchase Agreement).

Investor Purchases.

3.1.

Purchases; Mechanics. Upon the terms and subject to the conditions of this Pre-Paid Purchase, Investor, at its sole discretion,

shall have the right, but not the obligation, to purchase from Company, and Company shall issue and sell to Investor, Purchase Shares

by the delivery to Company of Purchase Notices as provided herein.

(a)

Purchase Notice. At any time following the earlier of (i) six (6) months from the Purchase Price Date and (ii) the date on which

the Initial Registration Statement has been declared effective by the SEC, Investor may, by providing written notice to Company in the

form set forth on Exhibit A attached hereto (each, a “Purchase Notice”), require Company to issue and sell

Purchase Shares to Investor, in accordance with the following provisions:

(i)

Investor shall, in each Purchase Notice, indicate the portion of the Outstanding Balance that Investor elects to apply to the purchase

of Purchase Shares pursuant to this Pre-Paid Purchase (each, a “Purchase”, and such amount, the “Purchase

Amount”), in its sole discretion, and the timing of delivery; provided that the Purchase Amount shall not exceed the

Outstanding Balance, or result in Investor exceeding the limitation set forth in Section 3.1(b).

(ii)

Each Purchase Notice shall be delivered to Company in accordance with the notice provisions set forth in the Purchase Agreement.

(iii)

Each Purchase Notice shall set forth the Purchase Amount, the Purchase Share Purchase Price, the number of Purchase Shares to be issued

by Company and purchased by Investor, and the remaining Outstanding Balance following the Closing (as defined below) of the Purchase.

(iv)

Any Purchase Shares issued hereunder must be issued free trading to Investor pursuant to: (1) an effective Registration Statement (as

defined in the Purchase Agreement); or (2) an applicable exemption from registration (e.g., Rule 144).

(b)

Ownership Limitation. Notwithstanding anything to the contrary contained in this Pre-Paid Purchase or the other Transaction Documents

(as defined in the Purchase Agreement), Company shall not effect any issuance of Purchase Shares pursuant to this Pre-Paid Purchase to

the extent that after giving effect to such issuance would cause Investor (together with its affiliates) to beneficially own a number

of Common Shares exceeding 9.99% of the number of Common Shares outstanding on such date (including for such purpose the Common Shares

issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common

Shares will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the Purchase Agreement). The Maximum Percentage is

enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.

3.2.

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

take place as soon as practicable on or after each Purchase Notice Date in accordance with the procedures set forth below:

(a)

Promptly after receipt of a Purchase Notice with respect to each Purchase (and, in any event, not later than two (2) Trading Days after

such receipt), Company will, or will cause its transfer agent to, electronically transfer such number of Purchase Shares to be purchased

by Investor (asset forth in the Purchase Notice) by crediting Investor’s account or its designee’s account at DTC through

its DWAC system or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to

Investor that such share transfer has been requested. Promptly upon receipt of such notification, Investor shall pay to Company the aggregate

purchase price for the Purchase Shares (as set forth in the Purchase Notice) by offsetting the Purchase Amount against an equal amount

outstanding under this Pre-Paid Purchase (first towards accrued and unpaid interest, if any, and then towards outstanding principal as

shown in such Purchase Notice). No fractional shares shall be issued, and any fractional amounts shall be rounded to the nearest whole

number of shares. To facilitate the transfer of the Purchase Shares by Investor, the Purchase Shares will not bear any restrictive legends

so long as there is an effective Registration Statement or an available exemption from registration covering such Purchase Shares (it

being understood and agreed by Investor that notwithstanding the lack of restrictive legends, Investor may only sell such Purchase Shares

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

(b)

In connection with each Closing, each of Company and Investor shall deliver to the other all documents, instruments and writings expressly

required to be delivered by either of them pursuant to this Pre-Paid Purchase in order to implement and effect the transactions contemplated

herein.

Trigger Events; Defaults; Remedies.

4.1.

Trigger Events. The following are trigger events under this Pre-Paid Purchase (each, a “Trigger Event”): (a)

Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee

or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested

for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Company becomes insolvent or generally fails

to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Company

makes a general assignment for the benefit of creditors; (e) Company files a petition for relief under any bankruptcy, insolvency or

similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Company; (g) Company fails

to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction

without Investor’s prior written consent; (i) Company fails to deliver any Purchase Shares for any reason in accordance with the

terms hereof; (j) any money judgment, writ or similar process is entered or filed against Company or any subsidiary of Company or any

of its property or other assets for more than $250,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)

calendar days unless otherwise consented to by Investor; (k) Company fails to be DWAC Eligible; (l) Company or any subsidiary of Company,

breaches any covenant or other term or condition contained in any Other Agreement in any material respect; (m) Company defaults or otherwise

fails to observe or perform any covenant, obligation, condition or agreement of Company contained herein or in any other Transaction

Document (as defined in the Purchase Agreement) in any material respect, other than those specifically set forth in this Section Error!

Reference source not found. or Section 4 of the Purchase Agreement; (n) any representation, warranty or other statement made or furnished

by or on behalf of Company to Investor herein, in any Transaction Document, or otherwise in connection with the issuance of this Pre-Paid

Purchase is false, incorrect, incomplete or misleading in any material respect when made or furnished; (o) a non-management supported

preliminary proxy is filed against Company; (p) at any time prior to the six (6) month anniversary of the Purchase Price Date, the Initial

Registration Statement is declared effective but then subsequently is suspended, halted, declared ineffective or otherwise unavailable

for Investor to sell Purchase Shares; (q) Company is delisted by Nasdaq; (r) Company or any subsidiary of Company, breaches any material

covenant or other material term or condition contained in any Other Agreements; or (s) Company effectuates a reverse split or ratio change

(other than pursuant to Section 4(ix) of the Purchase Agreement) without twenty (20) Trading Day prior written notice to Investor.

4.2.

Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Investor may, at its option, increase the Outstanding

Balance by applying the Trigger Effect (subject to the limitation set forth below).

4.3.

Defaults. At any time following the occurrence of a Trigger Event, Investor may, at its option, send written notice to Company

demanding that Company cure the Trigger Event within five (5) Trading Days. If Company fails to cure the Trigger Event within the required

five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

4.4.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate

this Pre-Paid Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the

Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) –

(f) of Section Error! Reference source not found., an Event of Default will be deemed to have occurred and the Outstanding Balance

as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash at the Mandatory

Default Amount, without any written notice required by Investor for the Trigger Event to become an Event of Default. At any time following

the occurrence of any Event of Default, upon written notice given by Investor to Company, interest shall accrue on the Outstanding Balance

beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per

annum or the maximum rate permitted under applicable law (“Default Interest”). In addition to all of the foregoing

remedies, in the event Company fails to deliver Purchase Shares in accordance with Section 3.2(a) above, then the Outstanding Balance

shall increase by an amount equal to two percent (2.0%) multiplied by the applicable Purchase Amount for each Trading Day that such delivery

is delayed. Notwithstanding the foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section

Error! Reference source not found. at any time following an Event of Default until such time as the Outstanding Balance is paid

in full. In connection with acceleration described herein, Investor need not provide, and Company hereby waives, any presentment, demand,

protest or other notice of any kind, and Investor may immediately and without expiration of any grace period enforce any and all of its

rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled

by Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Pre-Paid Purchase until such

time as this Pre-Paid Purchase is paid in full. No such rescission or annulment shall affect any subsequent Event of Default or impair

any right consequent thereon. Nothing herein shall limit Investor’s right to pursue any other remedies available to it at law or

in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure

to timely deliver Purchase Shares pursuant to a Purchase as required pursuant to the terms hereof.

Amortization Payments. If, at any time prior to this Pre-Paid Purchase being paid in full, the VWAP is less than the Floor Price

for at least five (5) consecutive Trading Days (the last such day of each such occurrence, a “Event Date”), then Company

shall make monthly cash repayments of amounts outstanding under this Pre-Paid Purchase beginning on the third (3rd) Trading

Day after the Event Date and continuing on the same day of each successive calendar month until the entire Outstanding Balance shall

have been paid or until the payment obligation ceases in accordance with this section. Each monthly payment shall be in an amount equal

to the sum of (i) the Outstanding Balance on the Event Date divided by six (6), and (ii) all outstanding accrued and unpaid interest

in respect of this Pre-Paid Purchase as of each payment date. The obligation of Company to make monthly cash payments hereunder shall

cease (with respect to any payment that has not yet come due) if at any time after the Event Date, the VWAP is greater than 130% of the

Floor Price for a period of five (5) consecutive Trading Days.

Unconditional Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding and

enforceable obligation of Company not subject to offset, deduction or counterclaim of any kind. Company hereby waives any rights of offset

it now has or may have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for

herein in accordance with the terms of this Pre-Paid Purchase.

Waiver. No waiver of any provision of this Pre-Paid Purchase shall be effective unless it is in the form of a writing signed by

the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other

provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver

or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Opinion of Counsel. In the event that an opinion of counsel is needed for Purchases under this Pre-Paid Purchase, Investor has

the right to have any such opinion provided by its counsel.

Governing Law; Venue. This Pre-Paid Purchase shall be construed and enforced in accordance with, and all questions concerning

the construction, validity, interpretation and performance of this Pre-Paid Purchase shall be governed by, the internal laws of the State

of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase

Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

10.

Arbitration of Disputes. By its issuance or acceptance of this Pre-Paid Purchase, each party agrees to be bound by the Arbitration

Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

11.

Cancellation. After repayment of the entire Outstanding Balance, this Pre-Paid Purchase shall be deemed paid in full, shall automatically

be deemed canceled, and shall not be reissued.

12.

Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Pre-Paid Purchase.

13.

Assignments. Company may not assign this Pre-Paid Purchase without the prior written consent of Investor. This Pre-Paid Purchase

and any Purchase Shares issued upon Purchase of this Pre-Paid Purchase may be offered, sold, assigned or transferred by Investor without

the consent of Company.

14.

Notices. Whenever notice is required to be given under this Pre-Paid Purchase, unless otherwise provided herein, such notice shall

be given in accordance with the subsection of the Purchase Agreement titled “Notices.”

15.

Liquidated Damages. Investor and Company agree that in the event Company fails to comply with any of the terms or provisions of

this Pre-Paid Purchase, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because

of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.

Accordingly, Investor and Company agree that any fees, balance adjustments, Default Interest or other charges assessed under this Pre-Paid

Purchase are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor’s

and Company’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining

the holding period under Rule 144).

16.

Severability. If any part of this Pre-Paid Purchase is construed to be in violation of any law, such part shall be modified to

achieve the objective of Company and Investor to the fullest extent permitted by law and the balance of this Pre-Paid Purchase shall

remain in full force and effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Company has caused this Pre-Paid Purchase to be duly executed as of the Effective Date.

COMPANY:

Alpha Modus Holdings, Inc.

By:

/s/

William Alessi

William

Alessi, Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

INVESTOR:

Streeterville

Capital, LLC

By:

/s/

John Fife

John

Fife, President

[Signature

Page to Pre-Paid Purchase #1]

ATTACHMENT

DEFINITIONS

For

purposes of this Pre-Paid Purchase, the following terms shall have the following meanings:

A1.

“Common Shares” means shares of Company’s Class A common stock, $0.0001 par value per share.

A2.

“DTC” means the Depository Trust Company or any successor thereto.

A3.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.

A4. “DWAC”

means the DTC’s Deposit/Withdrawal at Custodian system.

A5.

“DWAC Eligible” means that (a) Company’s Common Shares are eligible at DTC for full services pursuant to DTC’s

operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been approved (without

revocation) by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program;

(d) the Purchase Shares are otherwise eligible for delivery via DWAC; and (e) Company’s transfer agent does not have a policy prohibiting

or limiting delivery of the Purchase Shares via DWAC.

A6.

“Floor Price” means $0.81

A7.

“Fundamental Transaction” means that (a) (i) Company or any of its subsidiaries shall, directly or indirectly, in

one or more related transactions, consolidate or merge with or into (whether or not Company or any of its subsidiaries is the surviving

corporation) any other person or entity, (ii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties

or assets to any other person or entity, (iii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than

fifty percent (50%) of the outstanding shares of voting stock of Company (not including any shares of voting stock of Company held by

the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase,

tender or exchange offer), (iv) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the

outstanding shares of voting stock of Company (not including any shares of voting stock of Company held by the other persons or entities

making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement

or other business combination), (v) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

reorganize, recapitalize or reclassify the Common Shares or any class of preferred shares, other than an increase in the number of authorized

shares of Company’s Common Shares or any class of preferred shares, (vi) Company transfers any material asset to any subsidiary,

affiliate, person or entity under common ownership or control with Company, or (vii) Company pays or makes any monetary or non-monetary

dividend or distribution to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes

of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of fifty percent (50%) of the aggregate ordinary

voting power represented by issued and outstanding voting stock of Company. For the avoidance of doubt, Company or any of its subsidiaries

entering into a definitive agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental Transaction unless

such agreement contains a closing condition that this Pre-Paid Purchase is repaid in full upon consummation of the transaction.

A8.

“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A9.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by

Company (or an affiliate), on the one hand, and Investor (or an affiliate), on the other hand, and (b) any financing agreement or other

material agreement.

A10.

“Outstanding Balance” means as of any date of determination, the initial principal amount, as reduced or increased,

as the case may be, pursuant to the terms hereof for payment, Purchases, offset, or otherwise, accrued but unpaid interest, collection

and enforcements costs (including attorneys’ fees) incurred by Investor, transfer, stamp, issuance and similar taxes and fees related

to Purchases, and any other fees or charges incurred under this Pre-Paid Purchase.

Attachment 1 to Pre-Paid Advance #1, Page 1

A11.

“Purchase Notice Date” means the date the applicable Purchase Notice is delivered by Investor to Company.

A12.

“Purchase Price” means $2,000,000.00.

A13.

“Purchase Price Date” means the date the Purchase Price is delivered by Investor to Company. A14. “Purchase

Shares” Common Shares purchased pursuant to this Pre-Paid Purchase.

A15.

“Purchase Share Purchase Price” means a price per share equal to ninety percent (90%) of the lowest daily VWAP during

the five (5) consecutive Trading Days immediately prior to the Purchase Notice Date, but in any event not lower than the Floor Price.

A16.

“Trading Day” means any day on which Company’s principal market is open for trading.

A17.

“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by

ten percent (10%) and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred,

with the sum of the foregoing then becoming the Outstanding Balance under this Pre-Paid Purchase as of the date the applicable Trigger

Event occurred.

A18.

“VWAP” means the volume weighted average price of the Common Shares on the principal market for a particular Trading

Day or set of Trading Days, as the case may be, as reported by Bloomberg.

[Remainder

of page intentionally left blank]

Attachment 1 to Pre-Paid Advance #1, Page 2

EXHIBIT

PURCHASE

NOTICE

behalf of Streeterville Capital, LLC (“Investor”), the undersigned hereby certifies, with respect to the purchase

of Common Shares of Alpha Modus Holdings, Inc. (“Company”) issuable in connection with this Purchase Notice, delivered

pursuant to that certain Secured Pre-Paid Purchase #1, dated as of June 29, 2026 (as amended and supplemented from time to time), as

follows:

Purchase

Notice Date: _____________________

Purchase

Amount: _____________________

Purchase

Share Purchase Price: _____________________

Number

of Purchase Shares Due to Investor: _____________________

Outstanding

Balance Following Purchase: _____________________

INVESTOR’S

DTC PARTICIPANT #:

ACCOUNT

NAME:

ACCOUNT

NUMBER:

ADDRESS:

CITY:

COUNTRY:

CONTACT

PERSON:

NUMBER

AND/OR EMAIL:

INVESTOR:

Streeterville

Capital, LLC

By:

John

M. Fife, President

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

Security

Agreement

This

Security Agreement (this “Agreement”),

dated as of June 29, 2026, is executed by Alpha Modus HOLDINGS, INC., a Delaware

corporation (“AMH”), ALPHA MODUS, CORP., a Florida corporation (“AMC”), and ALPHA

Modus Financial Services,

LLC, a North Carolina limited liability company (“AMFS”, and together with AMC and AMH, the “Debtors”,

and each individually, a “Debtor”), in favor of Streeterville Capital,

LLC, a Utah limited liability company (“Secured Party”).

AMH issued to Secured Party that certain Secured Pre-Paid Purchase #1 of even date herewith, as may be amended from time to time, in

the original face amount of $2,190,000.00 (“Pre-Paid Purchase #1”).

Pre-Paid Purchase #1 was issued pursuant to that certain Securities Purchase Agreement of even date herewith between AMH and Secured

Party (the “Purchase Agreement”).

Upon satisfaction of certain conditions, Secured Party may also purchase additional Secured Pre-Paid Purchases pursuant to the Purchase

Agreement (Pre-Paid Purchase #1 together with all other Secured Pre-Paid Purchases issued pursuant to the Purchase Agreement, the “Pre-Paid

Purchases”).

In order to induce Secured Party to purchase the Pre-Paid Purchases, AMH has agreed to enter into this Agreement and to grant Secured

Party a security interest in the Collateral (as defined below).

In order to induce Secured Party to purchase the Pre-Paid Purchases, AMC and AMFS have agreed to enter into: (i) that certain Guaranty

given by AMC and AMFS in favor of Secured Party; and (ii) this Agreement to grant Secured Party a security interest in the Collateral.

NOW,

THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, each Debtor hereby agrees with Secured Party as follows:

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings with respect

to each Debtor:

“Collateral”

means the property described in Schedule A hereto and all replacements, proceeds, products, and accessories thereof.

“Intellectual

Property” means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise),

information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary

rights, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired.

“Lien”

shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or

on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale

agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any

financing statement or similar instrument under the UCC or comparable law of any jurisdiction.

“Obligations”

means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising on or after the date hereof,

owed by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, whether created by the Pre-Paid

Purchases, this Agreement, any other Transaction Documents (as defined in the Purchase Agreement), any future loan or other

agreements between Debtor and Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the

foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred

or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party

by purchase, pledge or otherwise, (b) all costs and expenses, including reasonable attorneys’ fees, incurred by Secured Party

or any affiliate of Secured Party in connection with the Pre-Paid Purchases or in connection with the collection or enforcement of

any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all other

sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of

the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents.

“Permitted

Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate

proceedings for which adequate reserves have been established; (b) Liens in favor of Secured Party under this Agreement or

arising under the other Transaction Documents or any prior agreements between Debtor and Secured Party; and (c) Liens subordinated

to Secured Party pursuant to the Subordination Agreement (as defined in the Purchase Agreement).

“UCC”

means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation

the perfection thereof, and foreclosure of the applicable Collateral.

Unless

otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.

Grant of Security Interest. As security for the Obligations, each Debtor hereby pledges to Secured Party and grants to Secured

Party a first-position security interest in all right, title, interest, claims and demands of Debtor in and to the Collateral.

Authorization to File Financing Statements. Each Debtor hereby irrevocably authorizes Secured Party at any time and from time

to time to file in any filing office in any UCC jurisdiction or other jurisdiction of Debtor or its subsidiaries any financing statements

or documents having a similar effect and amendments thereto that provide any other information required by the UCC (or similar law of

any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office acceptance of any

financing statement or amendment, including whether Debtor is an organization, the type of organization and any organization identification

number issued to Debtor. Each Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s request.

4. General

Representations and Warranties. Each Debtor represents and warrants to Secured Party that: (a) Debtor is the owner of the

Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the

Collateral, other than Permitted Liens, (b) upon the filing of UCC-1 financing statements in any applicable jurisdiction, Secured

Party shall have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be

perfected by such filing, except for Permitted Liens; (c) Debtor has received fair and reasonably equivalent value in exchange for

entering into this Agreement and granting the security interests hereunder, (d) Debtor is not insolvent, as defined in any

applicable state or federal statute including the United States Bankruptcy Code and Utah Code § 25-6-202, nor will Debtor be

rendered insolvent by the execution and delivery of this Agreement to Secured Party; and (e) as such, this Agreement is a valid and

binding obligation of Debtor. Notwithstanding the foregoing, any sale, assignment, hypothecation or other transfer of the Pre-Paid

Purchases or a portion of a Pre-Paid Purchase where in return Secured Party receives consideration, the value of the

consideration received by Secured Party will offset any amounts owed by Debtor as of the date the consideration is received by

Secured Party.

Additional Covenants. Each Debtor hereby agrees:

5.1.

to perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to Secured Party

therein, and the perfection and priority of such Lien;

5.2.

to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing statements,

certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by Secured Party

to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;

5.3.

to provide at least fifteen (15) days’ prior written notice to Secured Party of any of the following events: (a) any changes or

alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, and (c) the

formation of any subsidiaries of Debtor;

5.4.

upon the occurrence of an Event of Default (as defined in the Pre-Paid Purchases) under any Pre-Paid Purchase and, thereafter, at Secured

Party’s request, to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request),

assign and deliver any promissory notes included in the Collateral to Secured Party, accompanied by such instruments of transfer or assignment

duly executed in blank as Secured Party may from time to time specify;

5.5.

to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the principal office

of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without

the prior written consent of Secured Party except in the ordinary course of business;

5.6.

not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than inventory

in the ordinary course of business);

5.7.

not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;

5.8.

not to grant any exclusive license or sublicense under any of its Intellectual Property, or enter into any other agreement that would

materially impair the value of any of its Intellectual Property, except in the ordinary course of Debtor’s business;

5.9.

to the extent commercially reasonable and in Debtor’s good faith business judgment: (a) to file and prosecute diligently any patent,

trademark or service mark applications pending as of the date hereof or hereafter until all Obligations shall have been paid in full,

(b) to make application on unpatented but patentable inventions and on trademarks and service marks, (c) to preserve and maintain all

rights in all of its Intellectual Property, and (d) to ensure that all of its Intellectual Property is and remains enforceable. Any and

all costs and expenses incurred in connection with each of Debtor’s obligations under this Section 5.9 shall be borne by Debtor.

Debtor shall not knowingly and unreasonably abandon any right to file a patent, trademark or service mark application, or abandon any

pending patent application, or any other of its Intellectual Property, without the prior written consent of Secured Party except for

Intellectual Property that Debtor determines, in the exercise of its good faith business judgment, is not or is no longer material to

its business;

5.10.

upon the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation,

reasonable attorneys’ fees) of Debtor, Debtor shall take all actions and execute and deliver any and all instruments, agreements,

assignments, certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Debtor’s

foreign patent, copyright and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party;

and

5.11.

at any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Debtor shall perform all acts

that may be necessary, and otherwise fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured Party to be disbursed

directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral (as applicable) to be properly

filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued certificates of title to be delivered

to and held by Secured Party.

Authorized Action by Secured Party. Each Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment

is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no

liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise

such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings

or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter

payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement

pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or

settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing

a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications, documents,

papers and instruments necessary or desirable for Secured Party in the use of any Collateral; (e) grant or issue any exclusive or non-exclusive

license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise transfer title in or dispose

of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks, United States Patent and

Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents and related rights and

applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) employ collections activities and remedies

against Debtor’s account debtors including, without limitation, instructing such debtors to make payments directly to Secured Party;

(i) file a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States Patent

and Trademark Office, the United States Copyright Office or Library of Congress, at the sole cost and expense of Debtor; (j) insure,

process and preserve the Collateral; (k) pay any indebtedness of Debtor relating to the Collateral; (l) execute and file UCC financing

statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise required or permitted

hereunder; and (m) take any and all appropriate action and execute any and all documents and instruments that may be necessary or useful

to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not exercise any such powers granted

pursuant to clauses (a) through (j) above prior to the occurrence of an Event of Default. The powers conferred on Secured Party under

this Section 6 are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers.

Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither

Secured Party nor any of its stockholders, directors, officers, managers, members, employees or agents shall be responsible to Debtors

for any act or failure to act, except with respect to Secured Party’s own gross negligence or willful misconduct. Nothing in this

Section 6 shall be deemed an authorization for Debtors to take any action that it is otherwise expressly prohibited from undertaking

by way of other provision of this Agreement.

Default and Remedies.

7.1.

Default. Each Debtor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.

7.2.

Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the

UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtors to

assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take

possession of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and

remove the Collateral therefrom. Each Debtor hereby agrees that ten (10) days’ notice of a public sale of any Collateral or notice

of the date after which a private sale of any Collateral may take place is reasonable, provided that any shorter notice period permitted

under the applicable UCC shall be deemed reasonable. In addition, each Debtor waives, to the fullest extent permitted by applicable law,

any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies

hereunder, including, without limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral

and to exercise Secured Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take

charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise

any of its rights under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation

this Section 7.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or

otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or

remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof

or the exercise of any other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or

by any other agreement, instrument or document shall be cumulative and may be exercised singularly or concurrently.

7.3. Standards

for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a

commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party: (a)

to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to

obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to

obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to

fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or

encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other

persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to

advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a

specialized nature, (f) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in

acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of

Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet

sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing

so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim

disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection

or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or

(l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and

other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Each Debtor acknowledges that

the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill

Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other

actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in

this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to

Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law

in the absence of this Section.

7.4.

Marshalling. Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of payment

of, the Obligations or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and

remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other

rights and remedies, however existing or arising. To the extent that it lawfully may, each Debtor hereby agrees that it will not invoke

any law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights

and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the

Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent

that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.

7.5.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the

avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured

Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

(a)

First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure

or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,

including reasonable legal expenses and reasonable attorneys’ fees, incurred or made hereunder by Secured Party;

(b)

Second, to the payment to Secured Party of the amount then owing or unpaid on the Pre-Paid Purchases (to be applied first to any default

interest, penalties, and late fees, second to accrued but unpaid interest, and third to outstanding principal) and all amounts owed under

any of the other Transaction Documents or other documents included within the Obligations; and

(c)

Third, to the payment of the surplus, if any, to Debtors, their successors and assigns, or to whosoever may be lawfully entitled to receive

the same.

the absence of final payment and satisfaction in full of all of the Obligations, each Debtor shall remain liable for any deficiency.

Miscellaneous.

8.1.

Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”

in the Purchase Agreement, the terms of which are incorporated herein by this reference.

8.2.

Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof

or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any

other right.

8.3.

Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments

signed by each Debtor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances

for the purpose for which given.

8.4.

Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors

and assigns; provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior

written consent of Secured Party. Secured Party may freely assign, transfer, or delegate any or all of its rights, interests, and obligations

under this Agreement without the consent of any Debtor.

8.5.

Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights,

powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the

Pre-Paid Purchases, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without

impairing Secured Party’s rights hereunder. Debtors waive any right to require Secured Party to proceed against any person or entity

or to exhaust any Collateral or to pursue any remedy in Secured Party’s power.

8.6.

Partial Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

8.7.

Expenses. Debtors shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses,

incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or

the enforcement or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.

8.8.

Entire Agreement. This Agreement, the Pre-Paid Purchases and the other Transaction Documents, taken together, constitute and contain

the entire agreement of Debtors and Secured Party with respect to this particular matter and supersede any and all prior agreements,

negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject

matter hereof.

8.9.

Governing Law; Venue. This Agreement shall be governed by the laws of the State of Utah, without giving effect to the principles

thereof regarding the conflict of laws; provided, however, that the perfection and priority of the security interests hereunder,

and the enforcement of Secured Party’s rights and remedies against the Collateral as provided herein, will be subject to the UCC

of the applicable jurisdiction(s) where such Collateral is located or where the relevant Debtor is organized, as applicable. The provisions

set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

8.10.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED

BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW,

RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY

JURY.

8.11.

Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions

and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

8.12.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which

together shall constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed

original.

8.13.

Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Secured Party and Debtor have caused this Agreement to be executed as of the day and year first above written.

SECURED PARTY:

Streeterville

Capital, LLC

By:

/s/

John Fife

John

Fife, President

DEBTORS:

ALPHA MODUS HOLDINGS, INC.

By:

/s/

William Alessi

William Alessi, Chief Executive Officer

ALPHA MODUS, CORP.

By:

/s/

William Alessi

William

Alessi, Chief Executive Officer

ALPHA MODUS FINANCIAL SERVICES, LLC

By:

/s/

William Alessi

William

Alessi, Chief Executive Officer

[Signature

Page to Security Agreement]

SCHEDULE

SECURITY AGREEMENT

All

right, title, interest, claims and demands of each Debtor in and to all of such Debtor’s assets owned as of the date hereof and/or

acquired hereafter by such Debtor, wherever located, at any time while the Obligations are still outstanding, including without limitation,

the following property:

All equity interests in all wholly- or partially-owned subsidiaries of Debtor, including all certificated and uncertificated securities,

stock certificates, membership interests, partnership interests, and all rights, privileges, and preferences associated therewith;

All customer accounts, rights under insurance contracts, and rights relating to clients underlying such insurance contracts;

All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment,

office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions,

replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing

and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody

or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from

the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Debtor’s books relating

to any of the foregoing;

All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial

tort claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications

(including without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions,

continuations, renewals, extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now

and hereafter due or payable under or with respect thereto, including, without limitation, damages and payments for past or future

infringements thereof, (c) the right to sue for past, present and future infringements thereof, and (d) all rights

corresponding thereto throughout the world), trademarks and service marks (and applications and registrations therefor), inventions,

discoveries, copyrights and mask works (and applications and registrations therefor), trade names, trade styles, software and

computer programs including source code, trade secrets, methods, published and unpublished works of authorship, processes, know how,

drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development,

goodwill, license agreements, information, any and all other proprietary rights, franchise agreements, blueprints, drawings,

purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature,

reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind and whether in

tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media, and all rights

corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created or acquired;

All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing

to Debtor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor (subject, in

each case, to the contractual rights of third parties to require funds received by Debtor to be expended in a particular

manner), whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as

all merchandise returned to or reclaimed by Debtor and Debtor’s books relating to any of the foregoing;

All documents, cash, deposit accounts (including account numbers and financial institutions where maintained), letters of credit, letter

of credit rights, supporting obligations, certificates of deposit, instruments, chattel paper, electronic chattel paper, tangible chattel

paper and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements,

securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise,

wherever located, now owned or hereafter acquired and Debtor’s books relating to the foregoing;

All other assets, goods and personal property of Debtor, wherever located, whether tangible or intangible, and whether now owned or hereafter

acquired; and

Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds and

products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

INTELLECTUAL

PROPERTY SECURITY AGREEMENT

This

INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of June 29, 2026, is made by ALPHA MODUS,

CORP., a Florida corporation (“Guarantor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company

(the “Secured Party”).

A. Alpha

Modus Holdings, Inc., a Delaware corporation and parent company of Guarantor (“Debtor”),

has or will issue to Secured Party one or more Secured Pre-Paid Purchases (the “Pre-Paid

Purchases”), all pursuant to that certain Securities Purchase Agreement dated June

29, 2026 by and between Debtor and Secured Party (the “Purchase Agreement”).

B. In

order to induce Secured Party to purchase the Pre-Paid Purchases, Guarantor has agreed to

enter into that certain Guaranty of even date herewith by and between Guarantor and Secured

Party (the “Guaranty”) and that certain Security Agreement of even date

herewith by and between Guarantor and Secured Party (the “Security Agreement”)

and to grant Secured Party a security interest in certain “Collateral” as defined

in the Security Agreement.

C. Under

the terms of the Security Agreement, Guarantor has granted to the Secured Party a security

interest in, among other property, certain intellectual property of Guarantor, and has agreed

to execute and deliver this IP Security Agreement for recording with governmental authorities,

including, but not limited to, the United States Patent and Trademark Office and the United

States Copyright Office.

NOW

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Security. Guarantor hereby pledges and grants to Secured Party a security interest in and to all of the right, title,

and interest of such Guarantor in, to, and under the following (collectively, the “IP Collateral”), whether now owned

or hereafter acquired or created:

(a)

the patents and patent applications set forth on Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part,

renewals, extensions, and reexaminations thereof, and amendments thereto;

(b)

the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the use

thereof and symbolized thereby, and all extensions and renewals thereof;

(c)

the copyright registrations and applications set forth on Schedule 1 hereto, and all extensions and renewals thereof;

(d)

all rights of any kind whatsoever of Guarantor accruing under any of the foregoing provided by applicable law of any jurisdiction, by

international treaties and conventions and otherwise throughout the world;

(e)

any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the

foregoing; and

(f)

any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof,

including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and

future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such

legal and equitable relief and to collect, or otherwise recover, any such damages.

Recordation. Guarantor authorizes the Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights

to record and register this IP Security Agreement upon request by the Secured Party.

Loan Documents. This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, the

Purchase Agreement, the Pre-Paid Purchases and all other documents related thereto and entered into in connection therewith (the “Loan

Documents”), which are hereby incorporated by reference. The provisions of the Loan Documents shall supersede and control over

any conflicting or inconsistent provision herein. The rights and remedies of the Secured Party with respect to the IP Collateral are

as provided by the Loan Documents and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement, Guarantor

hereby represents and warrants to Secured Party that:

(a)

Guarantor owns, has independently developed, and has the valid right to encumber, use, possess, develop, sell, license, copy, distribute,

market, advertise and/or dispose of all IP Collateral.

(b)

The IP Collateral does not infringe, whether indirectly (e.g., contributorily or by induced infringement) or directly, upon any copyright,

trademark, trade dress, trade secret or patent or other proprietary or intellectual property right of any third party in the United States

or in any country or jurisdiction worldwide, and that no third party in the United States or in any country or jurisdiction worldwide

has made any infringement or misappropriation claims against Guarantor regarding the IP Collateral.

(c)

The IP Collateral is free and clear of any liens or other encumbrances, other than (i) the security interest granted to Secured Party

pursuant to the Loan Documents, (ii) the security interests subordinated to Secured Party pursuant to the Loan Documents.

(d)

Unless otherwise specified in Schedule 1, all applications and registrations related to the IP Collateral are valid, enforceable, subsisting,

and have not expired, been revoked or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that

are or have become due with respect thereto have been timely paid by or on behalf of the Guarantor.

(e)

Guarantor has not assigned any right, title or interest in the IP Collateral to any third party.

(f)

There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate

basis for any such claim, nor has Guarantor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale,

license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for

any such assertion.

(g)

Guarantor represents and warrants to Secured Party that Schedule 1 attached hereto is a true, complete and accurate list of all

patents, patent applications, trademarks, trademark applications, copyrights, and copyright applications owned by Guarantor. Guarantor

further confirms that, to the extent any category of intellectual property on Schedule 1 contains no entries, Guarantor does not own

or have any right, title, or interest in any such intellectual property of that category.

Execution in Counterparts. This IP Security Agreement may be executed in two (2) or more counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic

signature (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other

transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective

for all purposes.

Successors and Assigns. This IP Security Agreement will be binding on and shall inure to the benefit of the parties hereto and

their respective successors and assigns. This IP Security Agreement may be assigned by Secured Party to its affiliates that are permitted

assignees of the Pre-Paid Purchases, upon prior written notice to Guarantor, without the need to obtain Guarantor’s consent thereto,

provided that any such assignee agrees in writing to be bound by the terms of all Transaction Documents (as defined in the Purchase Agreement)

as though an original party thereto. Except as set forth above, neither Secured Party nor Guarantor may assign its rights or obligations

under this IP Security Agreement or delegate its duties hereunder, whether directly or indirectly, without the prior written consent

of the other party, and any such attempted assignment or delegation shall be null and void.

Governing Law; Arbitration. This IP Security Agreement and any claim, controversy, dispute, or cause of action (whether in contract

or tort or otherwise) based upon, arising out of, or relating to this IP Security Agreement and the transactions contemplated hereby

and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Utah, without giving

effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction), and will be subject

to the Arbitration Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, Guarantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized

as of the date first above written.

ALPHA MODUS, CORP.

By:

/s/ William Alessi

William Alessi, Chief Executive Officer

Address for Notices:

20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

AGREED

TO AND ACCEPTED:

STREETERVILLE CAPITAL, LLC

By:

/s/ John Fife

John Fife, President

Address for Notices:

297 Auto Mall Drive #4

St. George, Utah 84770

[Signature

Page to Intellectual Property Security Agreement]

SCHEDULE

PATENTS

Patents

Country

Application

Number

Filing

Date

Publication

Number

Publication

Date

Patent

Number

Issue

Date

Status

Title

14/335429

18-Jul-2014

2015-0025936

22-Jan-2015

10360571

23-Jul-2019

Granted

METHOD

FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF

16/509343

11-Jul-2019

2019-0333081

31-Oct-2019

10853825

1-Dec-2020

Granted

METHOD

FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF

16/837577

1-Apr-2020

2020-0226621

16-Jul-2020

11049120

29-Jun-2021

Granted

METHOD

AND SYSTEM FOR GENERATING A LAYOUT FOR

PLACEMENT

OF PRODUCTS IN A RETAIL STORE

16/837645

1-Apr-2020

2020-0226622

16-Jul-2020

11301880

12-Apr-2022

Granted

METHOD

AND SYSTEM FOR INVENTORY MANAGEMENT IN A RETAIL STORE

16/837711

1-Apr-2020

2020-0226623

16-Jul-2020

11042890

22-Jun-2021

Granted

METHOD

AND SYSTEM FOR CUSTOMER

ASSISTANCE

IN A RETAIL STORE

16/985001

4-Aug-2020

2020-0364730

19-Nov-2020

10977672

13-Apr-2021

Granted

METHOD

AND SYSTEM FOR REAL-TIME INVENTORY MANAGEMENT, MARKETING, AND ADVERTISING IN A RETAIL STORE

17/590605

1-Feb-2022

2022-0156764

19-May-2022

12039550

16-Jul-2024

Granted

METHOD

FOR ENHANCING CUSTOMER

SHOPPING EXPERIENCE

IN A RETAIL STORE

18/100377

23-Jan-2023

2023-0162211

25-May-2023

12026731

2-Jul-2024

Granted

METHOD

FOR PERSONALIZED MARKETING AND ADVERTISING OF RETAIL PRODUCTS

18/519550

27-Nov-2023

2024-0095760

21-Mar-2024

12175484

24-Dec-

2024

Granted

METHODS

FOR PERSONALIZED MARKETING AND ADVERTISING

18/651410

30-Apr-2024

2024-0281829

22-Aug-2024

12354121

8-Jul-2025

Granted

METHODS

AND SYSTEMS FOR SHOPPING IN A RETAIL STORE

18/905975

3-Oct-2024

2025-0029124

23-Jan-2025

12423718

23-Sep-

2025

Granted

METHODS

AND SYSTEMS FOR PROVIDING

CUSTOMER

ASSISTANCE IN A RETAIL STORE

19/233507

10-Jun-2025

2025-0299210

25-Sep-2025

12591901

31-Mar-2026

Granted

METHODS

FOR PERSONALIZED MARKETING OF RETAIL PRODUCTS

Patent

Applications

Country

Application

Number

Filing

Date

Publication

Number

Publication

Date

Patent

Number

Issue

Date

Status

Title

19/203027

8-May-2025

2025-0265607

21-Aug-2025

Pending

METHODS

FOR PERSONALIZED MARKETING OF RETAIL PRODUCTS

19/309240

25-Aug-2025

2025-0390897

Pending

METHOD

FOR PERSONALIZED MARKETING AND ADVERTISING OF RETAIL PRODUCTS

Trademarks

Mark

Reg.

No.

Reg.

Date

Ser.

No.

Status

Country

7594797

Dec.

10, 2024

98258761

Active

ALPHA

MODUS

7556114

Nov.

05, 2024

98258753

Active

EX-10.5

Filename: ex10-5.htm · Sequence: 6

Exhibit

10.5

GUARANTY

This

GUARANTY, made effective as of June 29, 2026, is given by Alpha Modus, Corp., a Florida corporation (“AMC”), and Alpha

Modus Financial Services, LLC, a North Carolina limited liability company (“AMFS”, and together with AMC, “Guarantors”,

and each individually, a “Guarantor”) for the benefit of Streeterville Capital, LLC, a Utah limited liability company

(“Investor”).

PURPOSE

Alpha Modus Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has or will issue to Investor

one or more Secured Pre-Paid Purchases (the “Pre-Paid Purchases”) pursuant to the terms of a Securities Purchase Agreement

of even date herewith between Company and Investor (the “Purchase Agreement”).

Investor agreed to provide the financing to Company evidenced by the Pre-Paid Purchases only upon the inducement and representation of

Guarantors that they would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Pre-Paid

Purchases, as provided herein.

NOW,

THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and in order to induce Investor to purchase the Pre-Paid Purchases and provide the financing contemplated therein, each Guarantor hereby

agrees for the benefit of Investor as follows:

GUARANTY

Indebtedness Guaranteed. Each Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations

(as defined below), as and when the same (including without limitation portions thereof) become due and payable. Each Guarantor acknowledges

that the amount of the Obligations may exceed the principal amount of the Pre-Paid Purchases. Each Guarantor further acknowledges that

the foregoing guarantee is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection.

For purposes of this Guaranty, “Obligations” means all loans, advances, debts, liabilities and obligations, including

without limitation all interest, fees, costs, expenses, indemnification obligations, and other amounts, arising on or after the date

of this Guaranty, owed by Company or Guarantors to Investor, whether created by the Pre-Paid Purchases, the Purchase Agreement, or any

other Transaction Documents, including any modification or amendment to any of the foregoing.

Representations and Warranties. Each Guarantor hereby represents and warrants to Investor that:

(a)

Guarantor is an entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and

has the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently

engaged.

(b)

Guarantor has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty

and has taken all necessary action required by its form of organization to authorize such execution, delivery and performance.

(c)

This Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d)

The execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or

any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

Guarantor is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree,

determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the

consequences of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition

(financial or otherwise).

(e)

No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any

governmental or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution,

delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

(f)

There are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any

of its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined

adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)

or on its ability to perform its obligations hereunder.

(g)

(i) This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or

after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the

giving of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor

be rendered insolvent by the execution and delivery of this Guaranty to Investor, and (iv) Guarantor does not intend to incur debts

that will be beyond Guarantor’s ability to pay as such debts become due.

(h)

Guarantor has examined or has had the full opportunity to examine the Pre-Paid Purchases and all the other Transaction Documents, all

the terms of which are acceptable to Guarantor.

(i)

This Guaranty is given in consideration of Investor entering into the Pre-Paid Purchases and providing financing thereunder.

(j)

Guarantor has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty,

which Guarantor hereby acknowledges having received, and thereby will materially benefit from the financial accommodations granted to

Company by Investor pursuant to the Pre-Paid Purchases. Investor may rely conclusively on the continuing warranty, hereby made, that

Guarantor continues to be benefitted by Investor’s extension of credit accommodations to Company and Investor shall have no duty

to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Investor without

regard to the receipt, nature or value of any such benefits. As such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor

further covenants and agrees that it will not use lack of consideration as a defense to its performance of its obligations under this

Guaranty.

Alteration of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice

to Guarantor, Investor and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any

Obligation, increase or reduce the rate of interest on the Pre-Paid Purchases, release Company, as to all or any portion of the Obligations,

release, substitute or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or

subordinate any security therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor

with Guarantors or any other guarantor, endorser of the Pre-Paid Purchases or any other person, and no change, impairment or release

of all or a portion of the obligations of Company under any of the Transaction Documents or suspension of any right or remedy of Investor

against any person, including, without limitation, Company and any other such guarantor, endorser or other person, shall in any way affect

any of the obligations of Guarantors hereunder or any security furnished by Guarantors or give Guarantors any recourse against Investor.

Guarantors acknowledge that their obligations hereunder are independent of the obligations of Company.

4. Waiver.

To the extent permitted by law, each Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to

guarantors and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right

to require Investor to proceed against Company or any other person or to pursue any other remedy in Investor’s power before

proceeding against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of

any other person or persons or the failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy

or any other proceeding) of any other person or persons; (c) demand, protest and notice of any kind, including, without limitation,

notice of the existence, creation or incurring of any new or additional indebtedness, liability or obligation or of any action or

non-action on the part of Company, Investor, any endorser or creditor of Company or Guarantor or on the part of any other person

whomsoever under this or any other instrument in connection with any obligation or liability or evidence of indebtedness held by

Investor as collateral or in connection with any Obligation hereby guaranteed; (d) any defense based upon an election of remedies by

Investor which may destroy or otherwise impair the subrogation rights of Guarantor or the right of Guarantor to proceed against

Company for reimbursement, or both; (e) any defense based upon any statute or rule of law which provides that the obligation of a

surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any duty on the

part of Investor to disclose to Guarantor any facts Investor may now or hereafter know about Company, regardless of whether Investor

has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason

to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, since

Guarantor acknowledges that it is fully responsible for being and keeping informed of the financial condition of Company and of all

circumstances bearing on the risk of non-payment of any Obligation; (g) any defense arising because of Investor’s election, in

any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy

Code; (h) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i)

any claim, right or remedy which Guarantor may now have or hereafter acquire against Company that arises hereunder and/or from the

performance by Guarantor hereunder, including, without limitation, any claim, right or remedy of Investor against Company or any

security which Investor now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract,

by statute, under common law or otherwise; and (j) any obligation of Investor to pursue any other guarantor or any other person, or

to foreclose on any collateral.

Bankruptcy. So long as any Obligation shall be owing to Investor, Guarantors shall not, without the prior written consent of Investor,

commence or join with any other person in commencing any bankruptcy, reorganization, or insolvency proceeding against Company. The obligations

of Guarantors under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the

bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company, or by any defense which Company may have

by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding.

6. Claims

in Bankruptcy. Guarantors shall file in any bankruptcy or other proceeding in which the filing of claims is required or

permitted by law all claims that Guarantors may have against Company relating to any indebtedness, liability or obligation of

Company owed to Guarantors and will assign to Investor all rights of Guarantors thereunder. If Guarantors do not file any such

claim, Investor, as attorney-in-fact for Guarantors, is hereby authorized to do so in the name of Guarantors or, in Investor’s

discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Investor’s nominee. The

foregoing power of attorney is coupled with an interest and cannot be revoked. Investor or Investor’s nominee shall have the

sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is

entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such

claim shall pay to Investor the amount payable on such claim and, to the full extent necessary for that purpose, Each Guarantor

hereby assigns to Investor all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise

be entitled; provided, however, that Guarantor’s obligations hereunder shall not be deemed satisfied except to the

extent that Investor receives cash by reason of any such payment or distribution. If Investor receives anything hereunder other than

cash, the same shall be held as collateral for amounts due under this Guaranty. If at any time Investor or any assignee thereof is

required to refund to Company or any Guarantor any payments made by Company or any Guarantor under the Pre-Paid Purchases or this

Guaranty because such payments have been held by a bankruptcy court having jurisdiction over Company or any Guarantor to constitute

a preference under any bankruptcy, insolvency or similar law then in effect, or for any other reason, then in addition to

Guarantor’s other obligation under this Guaranty, Guarantor shall reimburse Investor in the aggregate amount of such refund

payments.

Costs and Attorneys’ Fees. If Company or any Guarantor fails to pay all or any portion of any Obligation, or any Guarantor

otherwise breaches any provision hereof or otherwise defaults hereunder, Guarantors shall pay reasonable attorneys’ fees incurred

by Investor in connection with the enforcement of any obligations of Guarantors hereunder, including, without limitation, any reasonable

attorneys’ fees incurred in any negotiation, alternative dispute resolution proceeding, arbitration, litigation, or bankruptcy

proceeding or any appeals from any of such proceedings.

Cumulative Rights. The amount of Guarantors’ liability and all rights, powers and remedies of Investor hereunder and under

any other agreement now or at any time hereafter in force between Investor and Guarantors, including, without limitation, any other guaranty

executed by Guarantors relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not

alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This

Guaranty is in addition to and not in limitation of the guaranty of any other guarantor of any indebtedness, liability or obligation

of Company owed to Investor.

Independent Obligations. The obligations of Guarantors hereunder are independent of the obligations of Company and, to the extent

permitted by law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against

any Guarantor whether or not Company or the other Guarantors are joined therein or a separate action or actions are brought against Company,

and Investor shall have no obligation to separately pursue an action against Company with respect to the Obligations. Investor may maintain

successive actions for other breaches or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s exercise

of any of Investor’s rights or remedies or by any such action or by any number of successive actions until and unless all Obligations

have been paid and fully performed.

10.

Severability. If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.

11.

Successors and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s successors and assigns, including

the assignees of any Obligation, and shall bind the successors and assigns of Guarantors. No Guarantor may assign or delegate any of

its obligations hereunder without the prior written consent of Investor. This Guaranty may be assigned by Investor with respect to all

or any portion of the Obligations, and when so assigned, Guarantors shall be liable to the assignees under this Guaranty without in any

manner affecting the liability of Guarantors hereunder with respect to any Obligations retained by Investor.

12.

Notices. Whenever Guarantors or Investor shall desire to give or serve any notice, demand, request or other communication with

respect to this Guaranty, each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of:

(a)

the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by

confirmed facsimile,

(b)

the fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)

the third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

each case, addressed to each of the other parties thereunto entitled at the address for such party (or Company, in respect of notices

delivered to the Guarantors) set forth in the Purchase Agreement (or at such other addresses as such party may designate by five (5)

calendar days’ advance written notice similarly given to each of the other parties hereto).

13.

Application of Payments or Recoveries. With or without notice to Guarantors, Investor, in Investor’s sole discretion and

at any time and from time to time and in such manner and upon such terms as Investor deems fit, may (a) apply any or all payments or

recoveries from Company or from any other guarantor or endorser under any other instrument or realized from any security, in such manner

and order of priority as Investor may determine, to any indebtedness, liability or obligation of Company owed to Investor, whether or

not such indebtedness, liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application;

and (b) refund to Company any payment received by Investor in connection with any Obligation and payment of the amount refunded shall

be fully guaranteed hereby.

14.

Setoff. Investor shall have a right of setoff against all monies, securities and any other property of Guarantors now or hereafter

in the possession of or under the control of Investor. Such right is in addition to any right of setoff Investor may have by law. All

rights of setoff may be exercised without notice or demand to Guarantors. No right of setoff shall be deemed to have been waived by any

act or conduct on the part of Investor, or by any neglect to exercise such right of setoff, or by any delay in doing so. Every right

of setoff shall continue in full force and effect until specifically waived or released by an instrument in writing executed by Investor.

15.

Miscellaneous.

15.1 Governing

Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts

to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without

modifying Guarantors’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below),

each Guarantor consents to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating

to this Guaranty or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the

parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any

litigation arising in connection with this Guaranty, each Guarantor hereby (a) consents to and expressly submits to the exclusive

personal jurisdiction of any state court sitting in Salt Lake County, Utah, (b) expressly submits to the exclusive venue of any such

court for the purposes hereof, and (c) waives any claim of improper venue and any claim or objection that such courts are an

inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any

claim that such venue of the suit, action or proceeding is improper.

15.2

Arbitration of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit

to the Purchase Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration

Provisions) arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant

to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration

Provisions shall have the meaning set forth in the Purchase Agreement. By executing this Guaranty, each Guarantor represents, warrants

and covenants that such Guarantor has reviewed the Arbitration Provisions carefully, has had the opportunity to consult with legal counsel

about such provisions and either has done so or knowingly and voluntarily waived such right, understands that the Arbitration Provisions

are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set

forth in the Arbitration Provisions, and that Guarantor will not take a position contrary to the foregoing representations. Each Guarantor

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration

Provisions.

15.3

Entire Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and

Guarantors, this Guaranty shall constitute the entire agreement of Guarantors with Investor with respect to the subject matter hereof,

and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless

expressed herein.

15.4

Counterparts. This Guaranty may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including PDF

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method,

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

15.5

Construction. When the context and construction so require, all words used in the singular herein shall be deemed to have been

used in the plural and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein

shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.

The headings of this Guaranty are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

15.6

Waiver. No provision of this Guaranty or right granted to Investor hereunder can be waived in whole or in part nor can Guarantors

be released from Guarantors’ obligations hereunder except by a writing duly executed by an authorized officer of Investor. Any

such waiver shall be effective only for the specific instance and purpose for which it is given.

15.7

No Subrogation. Until all Obligations have been paid in full, Guarantors shall not have any right of subrogation, contribution,

or reimbursement against Company or any other guarantor.

15.8

Survival. All representations, warranties, covenants, and obligations contained in this Guaranty shall survive the execution,

delivery and performance of this Guaranty, the creation and payment of the Obligations, and any termination or expiration of this Guaranty.

15.9

Joint and Several Liability. Each Guarantor’s covenants, obligations and agreements set forth herein are joint and several

liabilities and obligations of such Guarantor together with every other guarantor of the Obligations, whether now existing or hereafter

arising, and whether or not such other guarantors are named in this Guaranty.

15.10

Waiver of Jury Trial. EACH GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING

OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND

ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH GUARANTOR REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES

ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS

A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, each Guarantor has executed this Guaranty to be effective as of the date first set forth above.

ALPHA MODUS, CORP.

By:

/s/

William Alessi

William

Alessi, Chief Executive Officer

ALPHA MODUS FINANCIAL SERVICES, LLC

By:

/s/

William Alessi

William

Alessi, Chief Executive Officer

[Signature

Page to Guaranty]

EX-10.6

Filename: ex10-6.htm · Sequence: 7

Exhibit

10.6

SUBORDINATION

AND VOTING AGREEMENT

This

Subordination and Voting Agreement (this “Agreement”) is entered into as of June 29, 2026 (the “Effective

Date”), by and among Streeterville Capital, LLC, a Utah limited liability company (“Lender”), Alpha Modus

Holdings, Inc., a Delaware corporation (“Company”), Alpha Modus, Corp. (“AMC”, and together with

Company, and all subsidiaries and affiliates of Company, “Borrower”), and each of the undersigned creditors and shareholders

of Borrower (each, a “Capital Party,” and collectively, the “Capital Parties”). Capitalized terms

used in this Agreement without definition shall have the meanings given to them in the Pre-Paid Purchases (defined below).

Company and Lender are parties to that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”).

Subject to the terms of the Purchase Agreement, Lender agreed to purchase up to

$10,000,000.00

in Secured Pre-Paid Purchases from Company (the “Pre-Paid Purchases”, and together with the Purchase Agreement and

all other documents entered into in conjunction therewith, the “Transaction Documents”).

The Capital Parties: (i) are the beneficial owners of (or may become beneficial owners of) (a) shares of Class A common stock of

Company (the “Common Shares”), and/or (b) shares of one or more series of preferred stock of Company (the

“Preferred Shares”, and together with the Common Shares, the “Shares”); and/or (ii) have

extended loans or other credit accommodations to Borrower, including without limitation that certain: (a) Amended and Restated 12%

Senior Secured Promissory Note dated January 17, 2023 in the original principal amount of $453,750.00 issued by AMC in favor of

Janbella Group, LLC (“Janbella”), (b) Senior Secured Promissory Note dated August 31, 2023 in the original

principal amount of $300,000.00 issued by AMC in favor of Janbella, (c) Senior Secured Promissory Note dated November 6, 2023 in the

original principal amount of $221,941.00 issued by AMC in favor of Janbella, (d) Senior Secured Promissory Note dated May 17, 2024

in the original principal amount of $400,000.00 issued by AMC in favor of Janbella (collectively, the “Janbella

Loans”); (e) Promissory Note Due April 30, 2026 dated July 10, 2025 in the original principal amount of $2,142,857.00

issued by Borrower in favor of The Alessi 2023 Irrevocable Trust (the “Trust”), and (f) Promissory Note Due

September 15, 2026 in the original principal amount of $714,286.00 issued by Borrower in favor of the Trust on September 15, 2025

(collectively, the “Trust Loans”, and together with the Janbella Loans, the “Capital Party

Loans”); and/or may extend loans or other credit accommodations to Borrower from time to time.

To induce Lender to enter into the Transaction Documents and extend the credit evidenced thereby, each Capital Party is willing to

subordinate: (i) all of Borrower’s indebtedness and obligations to each Capital Party (including without limitation,

principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement

obligations), including without limitation the Capital Party Loans, plus any equity or equity rights, along with any dividends,

redemptions, distributions or other payments pursuant to exchange, call, redemption, put, or conversion features in connection with

the Shares issued to or held by such Capital Party, whether presently existing or arising in the future (the “Subordinated

Debt and Equity”), to all of Borrower’s indebtedness and obligations to Lender; and (ii) all of such Capital

Party’s security interests, if any, to all of Lender’s security interests in Borrower’s property.

Pursuant to the Transaction Documents, Company agreed to seek stockholder approval (the “Approval”) to issue Common

Shares under the Transaction Documents to Lender in excess of the requirements of Nasdaq Listing Rule 5635(d) (“Exchange Cap”),

which Approval the applicable Capital Parties desire to vote in favor of, all pursuant to the terms and conditions hereof.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement

are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

Subordination.

(a)

Each Capital Party subordinates to Lender any security interest or lien that such Capital Party may have in any property of Borrower.

Notwithstanding the respective dates of attachment or perfection of the security interests of such Capital Party and the security interests

of Lender, all now existing and hereafter arising security interests of Lender in any property of Borrower and all proceeds thereof (collectively,

the “Collateral”), which Collateral shall include, without limitation, the “Collateral” as defined in

that certain Security Agreement dated as of the date hereof by and among Borrower, Alpha Modus Financial Services, LLC and Lender (as

the same may from time to time be amended, modified, supplemented or restated) shall at all times be senior to the security interests

of such Capital Party. Each Capital Party hereby (a) acknowledges and consents to (i) Borrower granting to Lender a security interest

in the Collateral, (ii) Lender filing any and all financing statements and other documents as deemed necessary by Lender in order to

perfect Lender’s security interest in the Collateral, and (iii) the entering into of the Transaction Documents and all documents

in connection therewith by Borrower,

(b)

acknowledges and agrees that the Senior Debt (as defined below), the entering into of the Transaction Documents and all documents in

connection therewith by Borrower, and the security interest granted by Borrower to Lender in the Collateral is permitted under the provisions

of the Subordinated Debt and Equity documents (the “Subordinated Transaction Documents”) (notwithstanding any provision

of the Subordinated Transaction Documents to the contrary), (c) acknowledges, agrees and covenants that no Capital Party shall: (i) contest,

challenge or dispute the validity, attachment, perfection, priority or enforceability of Lender’s security interest in the Collateral,

or the validity, priority or enforceability of the Senior Debt, or (ii) seek to receive payments or enforce any remedy under the Subordinated

Transaction Documents, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even

in the event that Lender’s security interest in the Collateral (or any portion thereof) shall be unperfected.

(b)

All Subordinated Debt and Equity is subordinated in right of payment to all obligations of Borrower to Lender now existing or

hereafter arising, together with all costs of collecting such obligations (including attorneys’ fees), including, without

limitation, all obligations under the Transaction Documents or any other agreement related to Lender’s provision of

credit to Borrower (such obligations, collectively, the “Senior Debt”).

(c)

No Capital Party will demand or receive from Borrower (and Borrower will not pay to any Capital Party) all or any part of the Subordinated

Debt and Equity, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will any Capital Party exercise any remedy with respect

to any property of Borrower, nor will any Capital Party accelerate the Subordinated Debt and Equity, or commence, or cause to commence,

prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (a) the Senior Debt has

been fully paid in cash, (b) Lender has no commitment or obligation to lend any further funds to Borrower, and (c) all financing agreements

between Lender and Borrower are terminated. If any Capital Party receives any payment or distribution on account of the Subordinated

Debt and Equity in violation of this Agreement, such Capital Party shall hold such payment or distribution in trust for the benefit of

Lender and shall promptly deliver such payment or distribution to Lender for application to the Senior Debt.

(d)

Each Capital Party further agrees that it will not seek to convert or exchange any of the Preferred Shares or any portion of any outstanding

balance under any of the Subordinated Transaction Documents into Common Shares, nor will any Capital Party seek to exercise any redemption

or other rights under the Subordinated Transaction Documents, or sell, transfer or assign any of the Shares or Subordinated Debt and

Equity until such time as (a) the Senior Debt has been deemed fully paid (either through repayment in cash or conversion into Common

Shares), (b) Lender has no commitment or obligation to lend any further funds to Borrower, and (c) all financing agreements between Lender

and Borrower are terminated.

(e)

Borrower hereby acknowledges and agrees to the foregoing subordinations and, for the avoidance of doubt, further agrees that it shall

comply with the same and not take any actions to circumvent, contravene or violate such subordinations in any manner.

Voting. Each Capital Party, to the extent applicable, hereby covenants and agrees to vote all Shares now or hereafter held by

it/he/she in favor of the Approval and the issuance of Common Shares to Lender in excess of the requirements of the Exchange Cap at such

times and in such places and in such agreements and documents as Borrower and Lender may deem appropriate in each instance that such

Approval is sought, and to the extent not already covered by Section 2, to approve the Transaction Documents and the transaction evidenced

thereby in each instance that such Approval is sought. Each Capital Party hereby grants to Lender an irrevocable proxy, coupled with

an interest, to vote all Shares held by such Capital Party in favor of the Approval in the event such Capital Party fails to vote as

required by this Section 3.

4. Compensation;

Preferred Shares Conversion. William Alessi and Chris Chumas (collectively, the “Officers”) covenant and

agree that any bonuses or other discretionary or contingent compensation payable by Company to the Officers in addition to their

base salary will be subordinated in all respects to the Senior Debt (“Bonus Compensation”). Company covenants and

agrees not to pay, and the Officers agree not to accept or receive, any Bonus Compensation until such time as (a) the Senior Debt

has been deemed fully paid (either through repayment in cash or conversion into Common Shares), (b) Lender has no commitment or

obligation to lend any further funds to Borrower, and (c) all financing agreements between Lender and Borrower are terminated.

Chris Chumas agrees to convert 430,000 Preferred Shares owned by him and his self-directed IRA (Mainstar Trust Cust FBO Chris P

Chumas Roth #R2189479) into an aggregate of 304,412 Common Shares (using the same split-adjusted conversion rate previously used by

The Alessi 2023 Irrevocable Trust) within thirty (30) days of the Effective Date.

Borrower Covenants. Borrower covenants and agrees not to take any action that would violate the Capital Parties’ obligations

under this Agreement, including, without limitation, making any payments to the Capital Parties under any debt obligation or issuing

any Common Shares or Preferred Shares to the Capital Parties in contravention of this Agreement.

Ratification of Pre-Paid Purchases. Each Pre-Paid Purchase shall be and remain in full force and effect in accordance with its

terms, and is hereby ratified and confirmed in all respects. Borrower acknowledges that it is unconditionally obligated to pay the outstanding

balance of each Pre-Paid Purchase and represents that such obligations are not subject to any defenses, rights of offset or counterclaims.

Except as expressly set forth herein, the execution, delivery, and performance of this Agreement shall not operate as a waiver of, or

as an amendment to, any right, power or remedy of Lender under the Pre-Paid Purchases or the Transaction Documents, as in effect prior

to the date hereof.

Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower and each Capital

Party, for itself/himself/herself, and for their affiliates, successors and assigns, hereby acknowledge, represent, warrant and agree

as follows:

(a)

Borrower and each Capital Party has full power and authority to enter into this Agreement and to incur and perform all obligations and

covenants contained herein, all of which have been duly authorized by all proper and necessary action, as applicable. No consent, approval,

filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the

performance of any of the obligations of Borrower or any Capital Party hereunder.

(b)

All understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete, and

correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose

any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading.

Borrower and each Capital Party acknowledge and agree that Lender has been induced in part to enter into this Agreement based upon Lender’s

justifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained

in this Agreement. There is no fact known to Borrower or any Capital Party or which should be known to Borrower or any Capital Party

which Borrower or Capital Party has not disclosed to Lender on or prior to the date hereof which would or could materially and adversely

affect the understandings of Lender expressed in this Agreement or any representation, warranty, or recital contained in this Agreement.

(c)

Borrower and each Capital Party have no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims,

counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of,

based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred,

existed, was taken, permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or

begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent

any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of

action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged

and released. Borrower and each Capital Party hereby acknowledge and agree that the execution of this Agreement by Lender shall not

constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent

upon which any claim or liability may be asserted.

(d)

Borrower and each Capital Party hereby acknowledge that it/he/she has freely and voluntarily entered into this Agreement after an adequate

opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and

all other documents executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual

and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected

by Borrower or any Capital Party (or had the opportunity to be represented by counsel). Borrower and each Capital Party further acknowledge

and agree that it/he/she has actively and with full understanding participated in the negotiation of this Agreement and all other documents

executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity to be

represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered in connection

with this Agreement have been negotiated at arm’s-length, and that this Agreement and all such other documents have been negotiated,

prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or

imposed upon any party by any other party. No provision of this Agreement or such other documents shall be construed against or interpreted

to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed

to have structured, dictated, or drafted such provision.

(e)

There are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative,

or judicial authority or agency, or arbitrator, against Borrower or any Capital Party.

(f)

There is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding

on Borrower or any Capital Party, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance,

compliance or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered

in connection with this Agreement.

Arbitration. Each party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration

Provisions (as defined in the Purchase Agreement).

Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without

regard to the principles of conflict of laws. Each party agrees that the proper venue for any dispute arising out of or relating to this

Agreement shall be determined in accordance with the provisions of the Purchase Agreement. BORROWER AND EACH CAPITAL PARTY HEREBY

IRREVOCABLY WAIVE ANY RIGHT IT/HE/SHE MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY

DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.

Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this

Agreement, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’

fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment

based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s

or a court’s power to award fees and expenses for frivolous or bad faith pleading.

12.

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

13.

Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes

all other prior oral or written agreements between Borrower, the Capital Parties, and Lender, its affiliates and persons acting on its

behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding

of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither

Lender nor Borrower nor any Capital Party makes any representation, warranty, covenant or undertaking with respect to such matters.

14.

No Reliance. Borrower and each Capital Party acknowledge and agree that neither Lender nor any of its officers, directors, members,

managers, representatives or agents has made any representations or warranties to Borrower or any Capital Party or any of their agents,

representatives, officers, directors, stockholders, or employees except as expressly set forth in this Agreement and the Transaction

Documents and, in making their decision to enter into the transactions contemplated by this Agreement and the Transaction Documents,

Borrower and each Capital Party are not relying on any representation, warranty, covenant or promise of Lender or its officers, directors,

members, managers, agents or representatives other than as set forth in this Agreement and in the Transaction Documents.

15.

Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of

this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

16. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and

assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender

hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower and each

Capital Party may not assign this Agreement or any of their obligations herein without the prior written consent of Lender.

17.

Time is of Essence. Time is of the essence with respect to each and every provision of this Agreement.

18.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this

Agreement to be given to Borrower, any Capital Party, or Lender shall be given as set forth in the “Notices” section of the

Transaction Documents, except with respect to any Capital Party to the places and people as set forth in writing to Lender.

19.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

BORROWER:

ALPHA MODUS HOLDINGS, INC.

By:

/s/

William Alessi

William

Alessi, CEO

ALPHA MODUS, CORP.

By:

/s/

William Alessi

William

Alessi, President

LENDER:

STREETERVILLE CAPITAL, LLC

By:

/s/ John Fife

John

Fife, President

CAPITAL PARTIES:

JANBELLA GROUP, LLC

By:

/s/

William Alessi

William

Alessi, Manager

WILLIAM ALESSI

/s/ William Alessi

William Alessi

[Signature

Page to Subordination and Voting Agreement]

THE ALESSI 2023 IRREVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

THE WRA 2023 IRREVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

THE JANET ALESSI 2023 IRREVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

THE ISABELLA ALESSI 2023 IRREVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

THE KIM ALESSI RICHTER IRREVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

THE ALESSI REVOCABLE TRUST

By:

/s/

Sonia Alessi

Sonia

Alessi, Trustee

CHRIS CHUMAS

/s/ Chris Chumas

Chris Chumas

[Signature

Page to Subordination and Voting Agreement]

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