Form 8-K

8-K — ABUNDIA GLOBAL IMPACT GROUP, INC.

Accession: 0001493152-26-014820

Filed: 2026-04-02

Period: 2026-04-01

CIK: 0001156041

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001156041

2026-04-01

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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): April 1, 2026

ABUNDIA

GLOBAL IMPACT GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

1-32955

76-0675953

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1300

Post Oak Blvd., Suite 1305

Houston,

Texas 77056

(Address

of principal executive offices, including zip code)

713-322-8818

(Registrant’s

telephone number, including area code)

Check

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

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

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.001 per share

AGIG

NYSE American

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

April 1, 2026 (the “Closing Date”), Abundia Global Impact Group, Inc. (the “Company”), RPD Technologies Americas,

LLC (“RPD”) and Abundia Financial, LLC (“Abundia Financial”) entered into a Membership Interest Purchase Agreement

(the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company acquired (the “Acquisition”) all

the issued and outstanding membership interests of RPD (the “Membership Interests”) from Abundia Financial for the consideration

of $4,040,000, payable in the form of a senior secured convertible cote (the “Convertible Note”). The Convertible Note is

secured, and in connection therewith, the parties entered into a security agreement (the “Security Agreement”). Abundia Financial

is considered the Company’s controlling shareholder, and it holds approximately 63% of the issued and outstanding shares of common

stock of the Company, par value $0.001 per share (the “Common Stock”).

Purchase

Agreement

Pursuant

to the terms of the Purchase Agreement, on the Closing Date, on the terms and subject to the conditions set forth in the Purchase Agreement,

Abundia Financial sold to the Company, the Membership Interests, free and clear of all encumbrances, for the consideration mentioned

above.

The

Purchase Agreement contains representations and warranties from the Company, on the one hand, and RPD and Abundia Financial, on the other

hand, customary for a transaction of this nature. The Purchase Agreement also contains customary covenants and agreements, including

with respect to the operations of the business of RPD and the Company’s access to information of RPD. The completion of the Acquisition

was also subject to closing conditions, customary for a transaction of this nature.

Convertible

Note

Pursuant

to the Purchase Agreement, in connection with the closing, the Company issued the Convertible Note in an aggregate principal amount of

$4,040,000, due on the first anniversary of the closing (the “Maturity Date”). The Company agreed to pay interest on the

aggregate unconverted and then outstanding principal amount of the Convertible Note at the rate of ten percent (10%) per annum. The payment

of the accrued interest shall occur on the last business day of each calendar quarter.

The

Convertible Note can be converted, partially or entirely, into shares of Common Stock, any time after the Maturity Date, at a conversion

price equaling to 80% of the average of the VWAPs (as defined in the Purchase Agreement) during the

three (3) consecutive Trading Days (as defined in the Purchase Agreement) ending on the Trading Day that is immediately prior to the

Conversio Date (as defined in the Purchase Agreement), subject to a floor price of $0.29 per share.

The

Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, the Convertible Note and

all amounts due thereunder shall become immediately due and payable in cash without notice. Additionally, upon the occurrence of an event

of default, Abundia Financial is entitled to increase the rate of interest on the aggregate outstanding principal balance and any other

amounts then owing by the Company to Abundia Financial to fifteen percent (15%) per annum.

Security

Agreement

the Closing Date the Company entered into the Security Agreement, which granted to Abundia Financial a security interest in all of the

Membership Interests. The Security Agreement contains representations and warranties from the Company and RPD, customary for a transaction

of this nature. The Security Agreement also contains customary covenants for a transaction of this nature.

The

foregoing summaries of the Convertible Note, the Purchase Agreement, and the Security Agreement do not purport to be complete and are

subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current

Report on Form 8-K (the “Form 8-K”), which are incorporated herein by reference.

Item

2.01. Completion of Acquisition or Disposition of Assets.

The

information under Item 1.01 of this Form 8-K related to the Acquisition is incorporated herein by reference.

Item

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

The

information under Item 1.01 of this Form 8-K related to the Convertible Note is incorporated herein by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

information under Item 1.01 of this Form 8-K related to the shares of Common Stock underlying the Convertible Note is incorporated herein

by reference.

The

issuance of the Convertible Note and the shares of Common Stock underlying the Convertible Note are not registered under the Securities

Act of 1933, as amended (the “Securities Act”) or any state securities laws and were issued in reliance on the exemption

from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not

involving a public offering.

Item

8.01. Other Events

April 1, 2026, the Company issued a press release (the “Press Release”) announcing the completed of the Acquisition. A copy

of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

4.1*

Convertible Note, dated as of April 1, 2026

10.1*

Membership Interest Purchase Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial.

10.2*

Security Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial.

99.1

Press Release, dated April 1, 2026.

104

Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of

any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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.

ABUNDIA GLOBAL IMPACT GROUP, INC.

Dated:

April 2, 2026

By:

/s/ Edward

Gillespie

Name:

Edward

Gillespie

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR

TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON

CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN

WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER

LOAN SECURED BY SUCH SECURITIES.

Original

Issue Date: April 1, 2026

Original

Principal Amount: $4,040,000

SENIOR

SECURED CONVERTIBLE PROMISSORY NOTE

THIS

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Senior Secured Convertible Promissory Note (the “Note”)

of Abundia Global Impact Group, Inc., a Delaware corporation (the “Company”), having its principal place of business

at 1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056, and to be issued pursuant to that certain Membership Interest Purchase Agreement

between the Company and Abundia Financial, LLC, a Delaware limited liability company (“Abundia”), dated as of April

1, 2026, as amended from time to time (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall

have the meanings set forth in the Purchase Agreement.

FOR

VALUE RECEIVED, the Company promises to pay to Abundia, or its registered assigns (the “Holder”) the principal sum

of $4,040,000 on the fourteen-month anniversary of the Closing (the “Maturity Date”) or such earlier date as

this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted

and then outstanding principal amount of this Note on and after the Original Issue Date in accordance with the provisions hereof. This

Note is subject to the following additional provisions:

Conversion.

(a)

Optional Conversion. At any time after the Maturity Date the Holder may convert (the “Optional Conversion”)

the entire outstanding principal amount of this Note and any accrued but unpaid interest thereon (the “Note Balance”)

into shares common stock of the Company, par value $0.001 per share (the “Common Stock”) at a conversion price equaling

to 80% of the average of the VWAPs during the three (3) consecutive Trading Days ending on the Trading Day that is immediately

prior to the Conversion Date, subject to a floor price of $0.29 per share (the “Conversion Price”). Such Optional Conversion shall

be affected by the provision of written notice, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”),

by the Holder to the Company (such date, the “Optional Conversion Date”).

“Trading Day”

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

ii.

“Trading Market”

means any of the following markets or exchanges on which the shares of Common Stock will, in accordance with the terms hereof, be listed

or quoted for trading on the date in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global

Select Market; or the New York Stock Exchange (or any successors to any of the foregoing).

iii.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common

Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open

Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of

the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid

by the Company.

(b)

[Reserved].

(c)

[Reserved].

(d)

Interest. The Company shall pay interest (computed on the basis of a 365-day year for the actual number of days elapsed) accruing

from the Original Issue Date on the unpaid balance of such principal amount no less frequently than quarterly per calendar quarter outstanding

at the rate of ten percent (10%) per annum, compounded annually, until paid in full or converted as provided herein. The payment of the

accrued interest shall occur on the last Business Day of each calendar quarter.

(e)

Fractional Shares. No fractional shares of capital stock of the Company shall be issued upon conversion of this Note. As to any

fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price

or round up to the next whole share.

(f)

Mechanics of Conversion.

(i)

The date of conversion of this Note (the “Conversion Date”), as applicable, shall be the Optional Conversion Date

if this Note is converted pursuant to Section 1(a). On or before the Conversion Date, the Holder shall surrender this Note for

conversion at the place designated in any applicable Notice of Conversion or to the Company if not so designated. In connection with

surrendering this Note, the Holder shall deliver a Notice of Conversion which shall state the Holder’s name or the names of its

nominees in which such holder wishes the certificate for shares of Common Stock to be issued. If required by the Company, the Note surrendered

for conversion shall be endorsed or accompanied by a written instrument or instruments of surrender, in form satisfactory to the Company,

duly executed by the Holder or its attorney duly authorized in writing. The Company shall, as soon as practicable after the Conversion

Date, issue and deliver to the Holder, or to its nominees, a certificate for the number of shares of Common Stock, or, if such shares

are uncertificated, register such shares in book-entry form, to which the Holder shall be entitled, together with cash in lieu of any

fraction of a share. In connection with the conversion of this Note, the Holder shall execute and deliver to the Company any documentation

reasonably required by the Company. The Company shall not be required to issue or deliver the capital stock into which this Note may

convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation.

(ii)

Upon any conversion of this Note, no adjustments to the conversion price shall be made for any declared or accrued but unpaid dividends

on the capital stock delivered upon conversion.

(iii)

Immediately upon the Conversion Date, this Note shall no longer be deemed to be outstanding and all rights of the Holder with respect

to this Note shall immediately cease and terminate, except only the right of the Holder to receive the shares of Company capital stock

to which it is entitled as a result of the conversion on the Conversion Date and/or the payment of cash, as applicable.

(iv)

The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery

of shares of Company capital stock in a name other than that of the Holder, and no such issuance or delivery shall be made unless and

until the person or entity requesting such issuance has paid to the Company the amount of any such tax or has established, to the satisfaction

of the Company, that such tax has been paid.

(g)

Certain Adjustments.

(i)

If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

payable in shares of Common Stock on shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock

issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into

a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller

number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the

Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock

(excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number

of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 1(g) shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(ii)

During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or

rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance

of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder

would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this

Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that

the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares

of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

(h)

Holder’s Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the

right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice

of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder

or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of

the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable

upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common

Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder

or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other

securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including,

without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set

forth in the preceding sentence, for purposes of this Section 1(h), beneficial ownership shall be calculated in accordance with

Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations

promulgated thereunder. To the extent that the limitation contained in this Section 1(h) applies, the determination of whether

this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and

of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of

Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities

owned by the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Note is convertible, in each

case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent

to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth

in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and

regulations promulgated thereunder. For purposes of this Section 1(h), in determining the number of outstanding shares of Common

Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the

Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “SEC”), as the

case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s

transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company

shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any

case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of

Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the

Holder. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than

in strict conformity with the terms of this Section 1(h) to correct this paragraph (or any portion hereof) which may be defective or

inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

(i) Stockholder

Approval. Notwithstanding anything herein to the contrary, if the Company has not obtained stockholder approval, then the

Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of

Common Stock issued on or after the Original Issue Date and prior to such Conversion Date in connection with the conversion of any

Notes issued pursuant to the Purchase Agreement, would exceed 4.99% of the issued and outstanding Common Stock (subject to

adjustment for forward and reverse stock splits, recapitalizations and the like) on the day that is immediately prior to the signing of the Purchase Agreement. Once the Company obtains such stockholder

approval, the Company can issue, upon conversion of the Note, a number of shares of Common Stock which exceeds 4.99% of the issued

and outstanding Common Stock on the day that is immediately prior to the signing of the Purchase Agreement.

Transfer Restrictions.

(a)

This Note and the shares of Common Stock, into which the Note may be converted (the “Underlying Shares”, and together

with the Note, the “Securities”) may only be transferred in compliance with state and federal securities laws. In

connection with any transfer of Securities other than pursuant to an effective registration statement (the “Registration Statement”)

or Rule 144, to the Company or to an affiliate of the Holder, the Company may require the transferor thereof to provide to the Company

an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall

be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities

under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement

and shall have the rights and obligations of the Holder under this Agreement.

(b)

The Holder agrees to the imprinting, so long as is required by this Section 2, of a legend on any of the Securities in the following

form:

“THE

ISSUE AND SALE OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES

AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY

IS CONVERTIBLE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

(c)

Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 2(b)

hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective

under the Securities Act, (ii) if such Underlying Shares are eligible for sale under Rule 144 without the requirement for the

Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without

volume or manner-of-sale restrictions, or (iii) if such legend is not required under applicable requirements of the Securities Act

(including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel

to issue a legal opinion to the transfer agent or the Holder promptly if required by the transfer agent to effect the removal of the

legend hereunder, or if requested by the Holder (if any of the foregoing conditions are satisfied), respectively. If all or any

portion of a Note is converted at a time when there is an effective registration statement to cover the resale of the Underlying

Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the

current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or

if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and

pronouncements issued by the staff of the SEC) then such Underlying Shares shall be issued free of all legends. The Company

agrees that at such time as such legend is no longer required under this Section 2(c), it will, no later than two (2) Trading

Days (such date, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate representing

such shares that is free from all restrictive and other legends or, if such shares are uncertificated, register such shares in

book-entry form. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the transfer agent

to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as directed by

the Holder.

(d)

The Holder agrees with the Company that the Holder will sell any Securities pursuant to either the registration requirements of the Securities

Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to

a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the

removal of the restrictive legend from certificates representing Securities as set forth in this Section 2 is predicated upon

the Company’s reliance upon this understanding.

Default. This Note and all amounts due hereunder shall become immediately due and payable in cash without notice or demand upon

the occurrence at any time of any of the following events of default (individually, an “Event of Default” and collectively,

“Events of Default”):

(a)

default in the payment when due of any principal or interest under this Note;

(b)

the institution against the Company of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy,

reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, which proceeding is not dismissed

within thirty (30) days of filing;

(c)

the institution by the Company of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization,

receivership, insolvency or other similar law affecting the rights of creditors generally or the making by the Company of an assignment

for the benefit of creditors; or

(d)

there shall be a dissolution, termination of existence, suspension or discontinuance of the Company’s business for a continuous

period of twenty (20) days or it ceases to operate as going concern.

Upon

the occurrence of an Event of Default under this Note and during the continuation thereof, the Holder may, if permitted by applicable

law, do one or both of the following: (a) increase the rate of interest on the aggregate outstanding principal balance and any other

amounts then owing by Company to Holder to fifteen percent (15%) per annum, compounded annually, until paid in full; and (b) add any

unpaid accrued interest to principal, and such sum shall bear interest therefrom until paid in full at fifteen percent (15%) per annum,

compounded annually. In the event any rate(s) in this Note exceed the maximum rate permitted by applicable law, such rate(s) shall be

reduced to comply with applicable law.

addition, upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter, all of the rights and remedies

afforded by the laws as from time to time in effect in the State of Delaware or afforded by other applicable law.

Prepayment. The Company may prepay this Note in whole or in part at any time. All accrued and unpaid interest on this Note shall

be paid at the time of such prepayment.

No Rights as Stockholder. Nothing contained in this Note shall be construed as conferring upon the Holder or its transferees the

right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for

the election of directors of the Company or of any other matter, or any rights whatsoever as a stockholder of the Company, unless and

to the extent the Note has been converted into shares of Common Stock.

General.

(a)

Reservation of Stock. Upon any conversion of this Note, the Company will take all corporate action as may be necessary to increase

its authorized but unissued shares of Common Stock, to such number of shares as shall be sufficient to effect the conversion of this

Note, including, without limitation, using commercially reasonable efforts to obtain the requisite board and stockholder approval of

any necessary amendment to the Company’s certificate of incorporation.

(b)

Secured Obligation. The obligations of the Company under this Note are secured by all assets of the RPD Technologies America,

LLC, a Delaware limited liability company (“RPD”), pursuant to the Security Agreement, dated the date hereof by and

among the Company, RPD and Abundia.

(c)

Successors and Assigns. This Note, and the obligations and rights hereunder, shall be binding upon and inure to the benefit of,

as applicable, the Company, the Holder, and their respective heirs, successors and permitted assigns. This Note may be assigned by the

Holder to any Affiliate of the Holder without the consent of the Company. Any other assignment by the Holder will require prior written

consent of the Company, which shall not to be unreasonably withheld, conditioned or delayed.

(d)

Amendments; Waivers. No provision in this Note may be modified, amended or waived (either generally or in a particular instance

and either retroactively or prospectively) unless it is in a writing signed by the Company and the Holder.

(e)

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal

or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate

or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void

and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force

and effect and in no way shall be affected, prejudiced, or disturbed thereby.

(f)

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of

the laws that might otherwise govern under applicable principles of conflicts of law. Notwithstanding any other provision of this Note,

the Company shall not be required to pay any interest or other amounts, fees or charges in excess of the maximum permitted by applicable

law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder.

(g)

Notices. All notices, requests, consents and demands shall be made in writing to the Company or to the Holder of this Note at

their respective addresses set forth in the Purchase Agreement or to such other address as provided therein. All notices, requests, consents

and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the

receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the

day such notice is delivered to the courier service, (iii) when sent by confirmed electronic mail or facsimile if sent during normal

business hours of the recipient, if not, then on the next business day, or (iv) if sent by registered or certified mail, on the fifth

day following the day such mailing is made.

[Signature

Page to Follow]

WITNESS WHEREOF, this Note has been executed and delivered as of the date first above written by the duly authorized representative of

the Company.

ABUNDIA GLOBAL IMPACT GROUP, INC.

By:

/s/ Edward Gillespie

Name:

Edward Gillespie

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

MEMBERSHIP

INTEREST PURCHASE AGREEMENT

among

RPD

TECHNOLOGIES AMERICAS, LLC.,

Delaware limited liability company,

ABUNDIA

FINANCIAL, LLC,

Delaware limited liability company,

and

ABUNDIA

GLOBAL IMPACT GROUP, INC.,

Delaware corporation,

dated

as of

April

1, 2026

TABLE

OF CONTENTS

Page

ARTICLE

I DEFINITIONS

ARTICLE

II PURCHASE AND SALE

Section

2.01 Purchase and Sale

Section

2.02 Purchase Price

Section

2.03 Transactions to Be Effected at the Closing

Section

2.04 Closing

Section

2.05 Withholding Tax

ARTICLE

III REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Section

3.01 Organization, Authority and Qualification of the Company

Section

3.02 Enforceability and Authority of the Company

Section

3.03 Capitalization

Section

3.04 No Subsidiaries

Section

3.05 No Conflicts; Consents

Section

3.06 Financial Statements

Section

3.07 Undisclosed Liabilities; Indebtedness

Section

3.08 Absence of Certain Changes, Events and Conditions

Section

3.09 Material Contracts

Section

3.10 Title to Assets; Real Property

Section

3.11 Condition and Sufficiency of Assets

Section

3.12 Intellectual Property; Data Privacy and Security

Section

3.13 Inventory

Section

3.14 Accounts Receivable

Section

3.15 Customers and Suppliers

Section

3.16 Insurance

Section

3.17 Legal Proceedings; Governmental Orders

Section

3.18 Compliance With Laws; Permits

Section

3.19 Environmental Matters

Section

3.20 Employee Benefit Matters

Section

3.21 Employment Matters

Section

3.22 Taxes

Section

3.23 Books and Records

Section

3.24 Full Disclosure

ARTICLE

IV REPRESENTATIONS AND WARRANTIES OF SELLER

Section

4.01 Organization, Authority and Qualification of Seller

Section

4.02 Enforceability

Section

4.03 No Conflicts; Consents

Section

4.04 Title to Membership Interests

Section

4.05 Legal Proceedings

Section

4.06 Brokers

Section

4.07 Full Disclosure

ARTICLE

V REPRESENTATIONS AND WARRANTIES OF BUYER

Section

5.01 Organization and Authority of Buyer

Section

5.02 No Conflicts; Consents

Section

5.03 Investment Purpose

Section

5.04 Brokers

ARTICLE

VI COVENANTS

Section

6.01 Conduct of Business Prior to the Closing

Section

6.02 Access to Information

Section

6.03 No Solicitation of Other Bids

Section

6.04 Notice of Certain Events

Section

6.05 Resignations

Section

6.06 Confidentiality

Section

6.07 Governmental Approvals and Consents

Section

6.08 Closing Conditions

Section

6.09 Public Announcements

Section

6.10 Further Assurances

Section

6.11 Employee Benefits; Severance Policy

ARTICLE

VII TAX MATTERS

Section

7.01 Tax Covenants

Section

7.02 Termination of Existing Tax Sharing Agreements

Section

7.03 Tax Indemnification

Section

7.04 Straddle Period

Section

7.05 Contests

Section

7.06 Cooperation and Exchange of Information

Section

7.07 Tax Treatment of Indemnification Payments

Section

7.08 Payments to Buyer

Section

7.09 FIRPTA Certificate or Form W-9

Section

7.10 Survival

Section

7.11 Overlap

ARTICLE

VIII CONDITIONS TO CLOSING

Section

8.01 Conditions to Obligations of All Parties

Section

8.02 Conditions to Obligations of Buyer

Section

8.03 Conditions to Obligations of Seller

ARTICLE

IX INDEMNIFICATION

Section

9.01 Survival

Section

9.02 Indemnification By Seller

Section

9.03 Indemnification By Buyer

Section

9.04 Certain Limitations

Section

9.05 Indemnification Procedures

Section

9.06 Payments

Section

9.07 Tax Treatment of Indemnification Payments

Section

9.08 Effect of Investigation

Section

9.09 Exclusive Remedies

ARTICLE

X TERMINATION

Section

10.01 Termination

Section

10.02 Effect of Termination

ARTICLE

XI MISCELLANEOUS

Section

11.01 Expenses

Section

11.02 Notices

Section

11.03 Interpretation

Section

11.04 Headings

Section

11.05 Severability

Section

11.06 Entire Agreement

Section

11.07 Successors and Assigns

Section

11.08 No Third-party Beneficiaries

Section

11.09 Amendment and Modification; Waiver

Section

11.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

Section

11.11 Specific Performance

Section

11.12 Counterparts

INDEX

OF EXHIBITS

Exhibit

Form

of Security Agreement

Exhibit

Form

of Convertible Note

iii

MEMBERSHIP

INTEREST PURCHASE AGREEMENT

This

Membership Interest Purchase Agreement (this “Agreement”), dated as of April 1, 2026, is entered into among RPD Technologies

Americas, LLC, a Delaware limited liability company (the “Company”), Abundia Financial, LLC, a Delaware limited liability

company (“Seller”), and Abundia Global Impact Group, Inc., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS,

Seller is the sole member of, and is the record and beneficial owner of all of the Membership Interests of the Company (the “Membership

Interests”);

WHEREAS,

Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Membership Interests, subject to the terms and conditions

set forth herein;

WHEREAS,

the board of directors of Buyer and the Seller have each approved, adopted, and declared advisable this Agreement and the transactions

contemplated hereby, including the Proposed Transaction, upon the terms and subject to the conditions set forth herein;

WHEREAS,

Buyer has obtained an opinion from its financial advisor to the effect that, based upon and subject to the various assumptions made,

procedures followed, matters considered, and qualifications and limitations set forth therein, the transactions contemplated hereby are

fair to the holders of Common Stock from a financial point of view and, as of the date of this Agreement, such opinion has not been withdrawn,

revoked, or modified; and

WHEREAS,

concurrently with the consummation of the Proposed Transaction, Buyer, Seller and the Company shall enter into a security agreement,

substantially in the form of Exhibit A (the “Security Agreement”).

NOW,

THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE

DEFINITIONS

The

following terms have the meanings specified or referred to in this ARTICLE I:

“Acquisition

Proposal” has the meaning set forth in Section 6.03(a).

“Action”

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law

or in equity.

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement”

has the meaning set forth in the preamble.

“Ancillary

Documents” means the Security Agreement and the Convertible Note.

“Asset

Purchase Agreement” means that certain asset purchase agreement, dated as of April 16, 2025, by and among the Company, RPD

Technologies and Trimm B Jones.

“Balance

Sheet” has the meaning set forth in Section 3.06.

“Balance

Sheet Date” has the meaning set forth in Section 3.06.

“Basket”

has the meaning set forth in Section 9.04(a).

“Benefit

Plan” has the meaning set forth in Section 3.20(a).

“Business

Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized

or required by Law to be closed for business.

“Buyer”

has the meaning set forth in the preamble.

“Buyer

Indemnitees” has the meaning set forth in Section 9.02.

“Cap”

has the meaning set forth in Section 9.04(b).

“CERCLA”

means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization

Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Closing”

has the meaning set forth in Section 2.04.

“Closing

Date” has the meaning set forth in Section 2.04.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Common

Stock” means Buyer’s common stock, par value $0.001 per share.

“Company”

has the meaning set forth in the preamble.

“Company

Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Company.

“Company

IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not

to sue, waivers, releases, permissions and other Contracts, including all modifications, amendments and supplements thereto, whether

written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

“Company

IP Registrations” means all Company Intellectual Property that is subject to any issuance, registration or application by or

with any Governmental Authority or authorized private registrar in any jurisdiction, including issued patents, registered trademarks,

domain names and copyrights, and pending applications for any of the foregoing.

“Company

IT Systems” means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items

of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems

for voice, data and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by

the Company.

“Contracts”

means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, purchase orders,

joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Convertible

Note” shall mean the secured convertible promissory note, the form of which is attached as Exhibit B hereto.

“Digital

Assets” has the meaning set forth in the definition of Intellectual Property.

“Direct

Claim” has the meaning set forth in Section 9.05(c).

“Disclosure

Schedules” means the Disclosure Schedules delivered by the Company and each Seller concurrently with the execution and delivery

of this Agreement.

“Dollars”

or “$” means the lawful currency of the United States.

“Drop

Dead Date” has the meaning set forth in Section 10.01(b).

“Encumbrance”

means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security

interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction

on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental

Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom,

by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement

proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal

injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from:

(a) the presence of, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental

Law or term or condition of any Environmental Permit.

“Environmental

Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating

to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety,

or the environment (including ambient or indoor air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the

presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation,

discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental

Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive

Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986,

42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976,

as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control

Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976,

as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§

11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the

Federal Insecticide, Fungicide and Rodenticide Act of 1910, as amended, 7 U.S.C. §§ 136 et seq.; the Oil Pollution Act of 1990,

as amended, 33 U.S.C. §§ 2701 et. seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§

651 et seq.

“Environmental

Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating

to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“Environmental

Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or

issued, granted, given, authorized by or made pursuant to Environmental Law.

“Environmental

Professional” means an individual licensed by a Governmental Authority to act on behalf of such Governmental Authority to oversee

environmental site investigation and remediation.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, all as from

time to time in effect, and any successor Laws thereto.

“ERISA

Affiliate” means all Persons (whether or not incorporated) that is or has been treated as a single employer with the Company

the Company or any of its Affiliates under Section 414 of the Code or Section 4001 of ERISA, in each case whether or not such Person

is engaged in a trade or business.

“Financial

Statements” has the meaning set forth in Section 3.06.

“FIRPTA

Certificate” has the meaning set forth in Section 7.09.

“GAAP”

means United States generally accepted accounting principles in effect from time to time.

“Government

Contracts” has the meaning set forth in Section 3.09(a)(xv).

“Governmental

Authority” means any United States federal, state, local or foreign government or political subdivision thereof, or any agency

or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory

authority or quasi-governmental authority, including Environmental Professionals (to the extent that the rules, regulations or orders

of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental

Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental

Authority.

“Hazardous

Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral

or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import

or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes,

asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls and per- and

poly-fluoroalkyl substances (PFAS) and other emerging contaminants.

“Indebtedness”

means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred

purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments;

(d) obligations under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations; (f)

reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (g) guarantees made by

the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f);

and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment

of any of the obligations referred to in the foregoing clauses (a) through (g).

“Indemnified

Party” has the meaning set forth in Section 9.05.

“Indemnifying

Party” has the meaning set forth in Section 9.05.

“Independent

Accountant” means an impartial nationally recognized firm of independent certified public accountants mutually agreed to by

Seller and Buyer.

“Insurance

Policies” has the meaning set forth in Section 3.16.

“Intellectual

Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout

the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations,

continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental

Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models); (b)

trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin,

together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals

of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and

all registrations, applications for registration, and renewals of any of the foregoing; (d) internet domain names and social media account

or user names (including “handles”), all associated web addresses, URLs, websites and web pages, social media sites and pages,

and all content and data thereon or relating thereto (“Digital Assets”); (e) mask works, and all registrations, applications

for registration, and renewals thereof; (f) industrial designs, and all registrations, applications for registration, and renewals thereof;

(g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information,

databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information

and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware, and other

code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and

other documentation thereof (“Software”); (i) rights of publicity; and (j) all other intellectual or industrial property

and proprietary rights.

“Interim

Financial Statements” has the meaning set forth in Section 3.06.

“Knowledge

of the Company” or “Company’s Knowledge” or any other similar knowledge qualification means the actual

or constructive knowledge of any manager or officer of the Company, after reasonable inquiry.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement

or rule of law of any Governmental Authority.

“Liabilities”

has the meaning set forth in Section 3.07.

“Licensed

Intellectual Property” means all Intellectual Property in which the Company holds any rights or interests granted by other

Persons, including any of its Affiliates.

“Losses”

means losses, damages, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever

kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing

any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the extent actually

awarded to a Governmental Authority or other third party.

“Material

Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become,

individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or

assets of the Company, or (b) the ability of Seller or the Company to consummate the Proposed Transaction on a timely basis; provided,

however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly,

arising out of or attributable to: (i) general economic or political conditions; (ii) any action required or permitted by this Agreement

or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (iii) any changes in applicable

Laws or accounting rules, including GAAP; (iv) any natural or man-made disasters or acts of God; (v) any epidemics, pandemics, or disease

outbreaks or any worsening thereof; provided further, however, that any event, occurrence, fact, condition or change referred to in clause

(i) above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to

occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other

participants in the industries in which the Company conducts its businesses.

“Material

Contracts” has the meaning set forth in Section 3.09(a).

“Material

Customers” has the meaning set forth in Section 3.15(a).

“Material

Suppliers” has the meaning set forth in Section 3.15(b).

“Membership

Interests” has the meaning set forth in the recitals.

“NYSE

American” has the meaning set forth in Section 8.01(c).

“Open

Source Software” means any Software that is (i) distributed as free software or as open source software (e.g., Linux), or (ii)

subject to any licensing or distribution model that includes as a term thereof any requirement for distribution of source code to licensees

or third-parties, patent license requirements on distribution, restrictions on future patent licensing terms, or other abridgement or

restriction of the exercise or enforcement of any Intellectual Property through any means, or (iii) derived from in any manner (in whole

or in part), links to, relies on, is distributed with, incorporates or contains any Software described in (i) or (ii) above.

“Permits”

means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained,

or required to be obtained, from Governmental Authorities, including, without limitation, women owned small business qualifications or

certifications.

“Permitted

Encumbrances” has the meaning set forth Section 3.10(a).

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,

trust, association or other entity.

“Post-Closing

Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before

and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“Pre-Closing

Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning

before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“Pre-Closing

Taxes” has the meaning set forth in Section 7.03.

“Professional

Employer Organization” or “PEO” means any staffing company, temporary employee agency, professional employer

organization, or similar company or service provider that provides services or acts as co-employer with respect to an employee.

“Proposed

Transaction” means the transactions contemplated by this Agreement.

“Proprietary

Software” has the meaning set forth in Section 3.12(a).

“Purchase

Price” has the meaning set forth in Section 2.02.

“Qualified

Benefit Plan” has the meaning set forth in Section 3.20(c).

“Real

Property” means any right, title and interest in and to the real property owned by, or leased or subleased to, the Company,

together with all buildings, structures and facilities, located thereon, and including any improvements and fixtures thereon.

“Release”

means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,

dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient

or indoor air, surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative”

means, with respect to any Person, any and all directors, managers, officers, employees, consultants, financial advisors, counsel, accountants

and other agents of such Person.

“RPD

Technologies” means RPD Technologies, LLC, a Texas limited liability company.

“Security

Agreement” has the meaning set forth in the recitals.

“Seller

Indemnitees” has the meaning set forth in Section 9.03.

“Seller”

has the meaning set forth in the preamble.

“Single

Employer Plan” has the meaning set forth in Section 3.20(c).

“Software”

has the meaning set forth in the definition of Intellectual Property.

“Straddle

Period” has the meaning set forth in Section 7.04.

“Taxes”

means all United States federal, state, local, or foreign taxes on income, capital gains, gross receipts, sales, use, production, ad

valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment,

social security (including FICA), disability, value added, estimated, excise, severance, environmental, stamp, occupation, premium, property

(real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,

together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax

Claim” has the meaning set forth in Section 7.05.

“Tax

Return” means any return, form, declaration, report, claim for refund, information return, election, disclosure, estimate or

statement or other document relating to Taxes filed or required to be filed with any Governmental Authority, including any schedule or

attachment thereto, and including any amendment thereof.

“Third-Party

Claim” has the meaning set forth in Section 9.05(a).

“Trade

Secrets” has the meaning set forth in the definition of Intellectual Property.

“Trademarks”

has the meaning set forth in the definition of Intellectual Property.

“Union”

has the meaning set forth in Section 3.21(c).

“WARN

Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws

related to plant closings, relocations, mass layoffs and employment losses.

ARTICLE

PURCHASE AND SALE

Section

2.01 Purchase and Sale. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell to Buyer,

and Buyer shall purchase from Seller, the Membership Interests, free and clear of all Encumbrances, for the consideration specified in

Section 2.02.

Section

2.02 Purchase Price. The consideration payable in respect of the sale, assignment and delivery of the Membership Interests shall

consist of $4,040,000 payable in the aggregate in the form of the Convertible Note by Buyer to Seller (the “Purchase Price”).

Notwithstanding anything to the contrary herein, Seller shall have the right to offset and set off any amounts owed by Buyer or any of

its Affiliates to Seller or its Affiliates, including any indemnification obligations or other claims arising under this Agreement or

any Ancillary Document, against any amounts payable under the Convertible Note or any Ancillary Document.

Section

2.03 Transactions to Be Effected at the Closing.

(a) At

the Closing, Buyer shall:

(i)

deliver to Seller:

(A)

the Convertible Note; and

(B)

the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior

to the Closing pursuant to Section 8.03 of this Agreement.

(b) At

the Closing, Seller shall deliver to Buyer:

(i)

certificates evidencing the Membership Interests, free and clear of all Encumbrances, duly endorsed in blank or accompanied by membership

interest powers or other instruments of transfer duly executed in blank, with all required membership interest transfer tax stamps affixed

thereto; and

(ii)

The Ancillary Documents, duly executed by Seller, and all other agreements, documents, instruments or certificates required to be delivered

by Seller at or prior to the Closing pursuant to Section 8.02 of this Agreement.

Section

2.04 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Membership Interests contemplated

hereby shall take place at a closing (the “Closing”) to be held at 10:00 a.m. Eastern Time, no later than two Business

Days after the last of the conditions to Closing set forth in ARTICLE VIII have been satisfied or waived (other than conditions

which, by their nature, are to be satisfied on the Closing Date), which Closing shall be held remotely by electronic exchange of documents

and signatures, or at such other time or on such other date or at such other place as Seller and Buyer may mutually agree upon in writing

(the day on which the Closing takes place being the “Closing Date”).

Section

2.05 Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer

and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as

delivered to Seller hereunder.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Except

as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Company represents and warrants to Buyer that the

statements contained in this ARTICLE III are true and correct as of the date hereof and as of the Closing.

Section

3.01 Organization, Authority and Qualification of the Company. The Company is a limited liability company duly organized, validly

existing and in good standing under the Laws of the state of Delaware and has full company power and authority to own, operate or lease

the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.

Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business,

and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned

or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The Company

has full company power and authority to enter into this Agreement and any Ancillary Documents to which the Company is or will be a party,

to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Section

3.02 Enforceability and Authority of the Company. The execution and delivery by the Company of this Agreement and any Ancillary Document

to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation

by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite company action on the part

of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery

by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance

with its terms. When each Ancillary Document to which the Company is or will be a party has been duly executed and delivered by the Company

(assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and

binding obligation of the Company enforceable against it in accordance with its terms.

Section

3.03 Capitalization.

(a) The

authorized capital of the Company consists of an unlimited number of Membership Interests, of which hundred percent (100%) are owned

by Seller.

(b) No

subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise

acquire equity securities of the Company is authorized or outstanding, and there is no commitment by the Company to issue membership

interests, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders

of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of the Company or to grant,

extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security

or other such right. There are no declared or accrued unpaid dividends with respect to any Membership Interests.

issued and outstanding Membership Interests are (i) duly authorized and validly issued; (ii) not subject to any preemptive rights created

by statute, the operating agreement, or other organizational documents of the Company, or any agreement to which the Company is a party;

and (iii) free of any Encumbrances created by the Company in respect thereof. All issued and outstanding Membership Interests were issued

in compliance with applicable Law.

(d) No

outstanding Membership Interests are subject to vesting or forfeiture rights or repurchase by the Company. There are no outstanding or

authorized membership interest appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect

to the Company or any of its securities.

(e) All

distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of the Company were undertaken

in compliance with the operating agreement or other organizational documents of the Company then in effect, any agreement to which the

Company then was a party and in compliance with applicable Law.

Section

3.04 No Subsidiaries.1 The Company does not own or have any capital stock or other equity, ownership or profit-sharing interests

in any other Person, or the right or obligation to acquire any capital stock or other equity, ownership or profit sharing interests in

any other Person.

1 Note

to Draft: Company to confirm.

Section

3.05 No Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Ancillary Documents

to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a)

conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of the Company;

(b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company; (c)

except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under,

conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or

both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify

or cancel any Contract to which the Company is a party or by which the Company is bound or to which any of its properties and assets

are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result

in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent,

approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect

to the Company in connection with the execution and delivery of this Agreement and the Ancillary Documents to which it is or will be

a party and the consummation of the transactions contemplated hereby and thereby.

Section

3.06 Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet

of the Company as at December 31, 2025 and the related statements of income and retained earnings, members’ equity and cash flow

for the years then ended (the “Financial Statements”), have been delivered to Buyer. The Financial Statements have

been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim

Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material to the Company) and the

absence of notes (that, if presented, would not differ materially from those presented in the Financial Statements). The Financial Statements

are based on the books and records of the Company, and fairly present the financial condition of the Company as of the respective dates

they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of

December 31, 2025, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

The Company maintains a standard system of accounting established and administered in accordance with GAAP.

Section

3.07 Undisclosed Liabilities; Indebtedness. The Company has no liabilities, obligations or commitments of any nature whatsoever,

asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”),

except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those

which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are

not, individually or in the aggregate, material in amount. For the avoidance of doubt, the Company was formed on April 16, 2025 and has

conducted no business and incurred no liabilities or obligations prior to that date. All liabilities, obligations, and taxes of RPD Technologies

remain solely with its prior owner and did not transfer to the Company.

Section

3.08 Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of the Company has been conducted

in the ordinary course of business consistent with past practice, and there has not been, with respect to the Company, any:

(a) event,

occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect;

(b) amendment

of the operating agreement or other organizational documents of the Company;

combination or reclassification of any membership interests of its capital stock;

(d) issuance,

sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including

upon conversion, exchange or exercise) any of its capital stock;

(e) declaration

or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its

capital stock;

(f) material

change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to

the Financial Statements;

(g) material

change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts

receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses,

payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h) entry

into any Contract that would constitute a Material Contract;

(i) incurrence,

assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary

course of business consistent with past practice;

(j) transfer,

assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;

(k) transfer

or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements;

(l) abandonment

or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures

to protect the confidentiality of any Trade Secrets included in the Company Intellectual Property;

(m) material

damage, destruction or loss (whether or not covered by insurance) to its property;

(n) capital

investment in, or loan to, any other Person;

(o) acceleration,

termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract)

to which the Company is a party or by which it is bound;

(p) material

capital expenditures;

(q) imposition

of any Encumbrance (other than Permitted Encumbrances) upon any of the Company properties, capital stock or assets, tangible or intangible;

(r) (i)

grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits

in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as provided for

in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of

any employees for which the aggregate costs and expenses exceed $20,000, or (iii) action to accelerate the vesting or payment of any

compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant;

(s) hiring

or promoting of any person as or to (as the case may be) an officer or hiring or promoting of any employee below officer except to fill

a vacancy in the ordinary course of business;

(t) adoption,

modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer,

manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each

case whether written or oral;

(u) loan

to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers

and employees;

(v) entry

into a new line of business or abandonment or discontinuance of existing lines of business;

(w) adoption

of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions

of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(x) purchase,

lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $20,000, individually

(in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including

any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;

(y) acquisition

by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business

or any Person or any division thereof;

(z) action

by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action,

omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any

Tax asset of Buyer in respect of any Post-Closing Tax Period; or

(aa) Contract

to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section

3.09 Material Contracts.

(a) Section

3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts

concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or

otherwise disclosed in Section 3.10(b) of the Disclosure Schedules and all Company IP Agreements set forth in Section 3.12(b)

of the Disclosure Schedules, being “Material Contracts”):

(i)

each Contract of the Company involving aggregate consideration in excess of $50,000 and which, in each case, cannot be cancelled by the

Company without penalty or without more than 90 days’ notice;

(ii)

all Contracts with the Material Customers and the Material Suppliers;

(iii)

all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain

“take or pay” provisions;

(iv)

all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other

Liability of any Person;

(v)

all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person

or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(vi)

all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing

consulting and advertising Contracts to which the Company is a party;

(vii)

all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is

a party and which are not cancellable without material penalty or without more than 90 days’ notice;

(viii)

except for Contracts relating to trade payables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of

the Company;

(ix)

all Contracts with any Governmental Authority to which the Company is a party (“Government Contracts”);

(x)

all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any

geographic area or during any period of time;

(xi)

any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company;

(xii)

all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other

hand;

(xiii)

all collective bargaining agreements or Contracts with any Union to which the Company is a party;

(xiv)

all Contracts with any Person that are subcontractors under a Government Contract; and

(xv)

any other Contract that is material to the Company and not previously disclosed pursuant to this Section 3.09.

(b) Each

Material Contract is in full force and effect and is a valid and binding agreement enforceable against the Company and the other party

or parties thereto, in accordance with its terms. None of the Company or, to the Company’s Knowledge, any other party thereto is

in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention

to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute

an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other

changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including

all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Section

3.10 Title to Assets; Real Property.

(a) The

Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest

in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet

Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice

since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except

for the following (collectively referred to as “Permitted Encumbrances”):

(i)

liens for Taxes not yet due and payable;

(ii)

mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business

consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the

business of the Company;

(iii)

easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in

the aggregate, material to the business of the Company; or

(iv)

other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment

leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or

in the aggregate, material to the business of the Company.

(b) Section

3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased

or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of

such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real

Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded)

by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the

possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or

made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or

grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment

of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business do not violate

in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting

a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending

nor, to the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in

the nature or in lieu of condemnation or eminent domain proceedings.

Section

3.11 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles

and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair, and

are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery,

equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance

and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles

and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets

of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same

manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the

Company as currently conducted.

Section

3.12 Intellectual Property; Data Privacy and Security.

(a) Section

3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of: (i) all Company IP Registrations, specifying

as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has

been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and

the current status; (ii) all unregistered Trademarks included in the Company Intellectual Property; (iii) all proprietary Software of

the Company (the “Proprietary Software”; (iv) all Digital Assets owned or used by the Company in the Company’s

business; and (v) all other Company Intellectual Property used or held for use in, and all other Licensed Intellectual Property that

is material to, the Company’s business as currently conducted and currently proposed to be conducted.

(b) Section

3.12(b) of the Disclosure Schedules contains a correct, current, and complete list of all Company IP Agreements. Seller has provided

Buyer with true and complete copies of all Company IP Agreements. Each Company IP Agreement is valid and binding on the Company in accordance

with its terms and is in full force and effect. Neither the Company nor any other party thereto is, or is alleged to be, in breach of

or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal),

any Company IP Agreement.

Company is the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations, record, owner of all right,

title, and interest in and to the Company Intellectual Property, and has the valid and enforceable right to use all other Intellectual

Property used or held for use in or necessary for the conduct of the Company’s business as currently conducted and currently proposed

to be conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances. Each current and former employee and

independent contractor of the Company has entered into a binding, valid and enforceable written Contract granting to the Company a present,

irrevocable assignment of any ownership interest such employee or independent contractor may have in or to all Intellectual Property

invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with

the Company. All assignments and other instruments necessary to establish, record, and perfect the Company’s ownership interest

in the Company IP Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized

registrars. No funding, facilities or personnel of any Governmental Authority, any educational institution or any other Person (other

than the Company, its employees and independent contractors) were used, directly or indirectly, to develop or create, in whole or in

part, any owned Company Intellectual Property.

(d) All

Proprietary Software is free of “viruses,” “worms,” “trojan horses,” “time bombs,” “back

doors” (as these terms are commonly used in the computer software field), and other infections or harmful routines designed to

disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such software, or any other associated

software, firmware, hardware, computer system or network, except for those safety measures which may intentionally be used by the Company

for compliance with license terms. The Company has not disclosed, and is not under an obligation (contingent or otherwise) to disclose

the source code of any Proprietary Software to any other Person. No Open Source Software has been included in, linked to, or used in

the development of any Proprietary Software or other product or service of the Company.

(e) Neither

the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result

in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Company

Intellectual Property or Licensed Intellectual Property.

(f) All

of the Company Intellectual Property and Licensed Intellectual Property is valid and enforceable, and all Company IP Registrations are

subsisting and in full force and effect. The Company has taken all necessary steps to maintain and enforce the Company Intellectual Property

and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Company Intellectual Property

and Licensed Intellectual Property, including by requiring all Persons having access thereto to execute binding, written non-disclosure

agreements, and no Person is in material breach or default under such agreement. All required filings and fees related to the Company

IP Registrations have been timely submitted with and paid to the relevant Governmental Authorities and authorized registrars.

(g) The

conduct of the Company’s business as currently and formerly conducted and currently propose to be conducted, including the use

of the Company Intellectual Property and Licensed Intellectual Property in connection therewith, and the products, processes and services

of the Company have not infringed, misappropriated or otherwise violated, and will not infringe, misappropriate or otherwise violate,

the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated or otherwise violated any Company Intellectual

Property or Licensed Intellectual Property.

(h) There

are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or threatened

(including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation by the Company

of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability, or ownership

of any Company Intellectual Property or Licensed Intellectual Property or the Company’s right, title, or interest in or to any

Company Intellectual Property or Licensed Intellectual Property; or (iii) by the Company or by the owner of any Licensed Intellectual

Property alleging any infringement, misappropriation, or other violation by any Person of the Company Intellectual Property or such Licensed

Intellectual Property. The Company is not aware of any facts or circumstances that could reasonably be expected to give rise to any such

Action. The Company is not subject to any outstanding or prospective Governmental Order that does or could reasonably be expected to

restrict or impair the use of any Company Intellectual Property or Licensed Intellectual Property.

(i) The

Company (i) lawfully owns, leases or licenses all Company IT Systems that are used in, or necessary for, the operation of the Company’s

business as currently conducted and currently proposed to be conducted, and such Company IT Systems are sufficient for the immediate

and anticipated needs of the Company, including as to capacity, scalability, and ability to process current and anticipated peak volumes

in a timely manner, and (ii) will continue to have such rights immediately after the Closing. All Company IT Systems are in good working

condition. There has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including

any cyberattack, or other impairment of the Company IT Systems. The Company IT Systems do not contain any viruses, bugs, vulnerabilities,

faults or other disabling code that could (a) significantly disrupt or adversely affect the functionality or integrity of the Company

IT Systems, or (b) enable or assist any Person to access, without authorization, the Company IT Systems or to maliciously disable, maliciously

encrypt, or erase any Software, hardware or data. The Company has taken all commercially reasonable steps to safeguard the confidentiality,

availability, security, and integrity of the Company IT Systems, including implementing and maintaining appropriate backup, disaster

recovery, and business continuity plans, procedures and facilities and Software and hardware support arrangements.

(j) The

Company has complied with all applicable Laws, contractual obligations, terms of use, policies, notices, and statements concerning the

collection, use, processing, storage, transfer, security, data breach notification, or data integrity of personal information in the

conduct of the Company’s business. The Company has not (i) experienced any actual, alleged, or suspected data breach or other security

incident involving personal information in its possession or control or (ii) been subject to or received any notice of any audit, investigation,

complaint, or other Action by any Governmental Authority or other Person concerning the Company’s collection, use, processing,

storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law concerning

privacy, data security, or data breach notification, and there are no facts or circumstances that could reasonably be expected to give

rise to any such Action. The Company does not engage in the sale, as defined by applicable Law, of personal information. The Company

has posted a Company privacy policy to its website. No disclosure or representation made or contained in the Company privacy policy has

been in material violation of any Laws applicable to the Company’s processing of personal information (including by containing

any material omission). All personal information used in the operation of the Company’s business shall be owned or available for

use by the Company on identical terms and conditions immediately after the consummation of the transactions contemplated by this Agreement.

Section

3.13 Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable

and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving

items that have been written off or written down to fair market value or for which adequate reserves have been established. All such

inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities

of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present

circumstances of the Company.

Section

3.14 Accounts Receivable. The accounts receivable reflected on the Balance Sheet and the accounts receivable arising after the Balance

Sheet Date (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services

in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company not subject

to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent

with past practice; and (c) subject to a reserve for bad debts shown on the Balance Sheet or, with respect to accounts receivable arising

after the Balance Sheet Date, on the accounting records of the Company, are collectible in full within 90 days after billing. The reserve

for bad debts shown on the Balance Sheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting

records of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and

the absence of disclosures normally made in footnotes.

Section

3.15 Customers and Suppliers.

(a) Section

3.15(a) of the Disclosure Schedules sets forth (i) a list of the Company’s top 5 customer (measured by revenue) during each

of the two most recent fiscal years and each customer that the Company reasonably expects will be among such list for 2026 (collectively,

the “Material Customers”).

(b) Section

3.15(b) of the Disclosure Schedules sets forth (i) a list of the Company’s top 5 suppliers and service providers, including

sales representatives, (measured by the dollar amount paid by the Company) during each of the two most recent fiscal years (collectively,

the “Material Suppliers”).

Section

3.16 Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders

of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, managers’

and officers’ liability, fiduciary liability and other casualty and property insurance maintained by the Company and relating to

the assets, business, operations, employees, officers and managers of the Company (collectively, the “Insurance Policies”)

and true and complete copies of the Insurance Policies have been made available to Buyer. The Insurance Policies are in full force and

effect and shall remain in full force and effect following the consummation of the transactions contemplated by this Agreement. The Company

has not received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of the

Insurance Policies. All premiums due on the Insurance Policies have either been paid or, if due and payable prior to Closing, will be

paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective

premium adjustment or other experience-based liability on the part of the Company. All Insurance Policies (a) are valid and binding in

accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in

coverage. There are no claims related to the business of the Company pending under any Insurance Policies as to which coverage has been

questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. The Company is not in default under,

and has not otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy. The Insurance

Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient

for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.

Section

3.17 Legal Proceedings; Governmental Orders.

(a) There

are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties

or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated

by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b) There

are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its

properties or assets.

Section

3.18 Compliance With Laws; Permits.

(a) To

Company’s Knowledge, the Company has complied, and is now complying, in all material respects with all Laws applicable to it or

its business, properties or assets.

(b) To

Company’s Knowledge, all Permits required for the Company to conduct its business have been obtained by it and are valid and in

full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b)

of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective

dates of issuance and expiration. The Company has complied and is now complying with the terms of all Permits listed on Section 3.18(b)

of the Disclosure Schedules. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected

to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules.

Section

3.19 Environmental Matters.

(a) To

Company’s Knowledge, the Company is currently and has been in compliance with all Environmental Laws and has not received from

any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law,

which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing

Date.

(b) The

Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 3.19(b)

of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of the Company and all such

Environmental Permits are in full force and effect and shall be maintained in full force and effect by the Company through the Closing

Date in accordance with Environmental Law, and the Company is not aware of any condition, event or circumstance that might prevent or

impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of the Company as currently carried

out.

real property currently or formerly owned, operated or leased by the Company is listed on, or has been proposed for listing on, the National

Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(d) There

has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of the Company

or any real property currently or formerly owned, operated or leased by the Company, and the Company has not received an Environmental

Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company (including

soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous

Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term

of any Environmental Permit by, the Company.

(e) The

Company has not retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental

Law.

(f) The

Company has provided or otherwise made available to Buyer and listed in Section 3.19(f) of the Disclosure Schedules: (i) any and

all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar

documents with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property

which are in the possession or control of the Company related to compliance with Environmental Laws, Environmental Claims or an Environmental

Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures

required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current

or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).

(g) The

Company is not aware of and does not reasonably anticipate, as of the Closing Date, any condition, event or circumstance concerning the

Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated

with the ownership, lease, operation, performance or use of the business or assets of the Company as currently carried out.

Section

3.20 Employee Benefit Matters.

(a) Section

3.20(a) of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation, employment,

consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, membership interest or membership

interest-based, change in control, retention, severance, salary continuation, termination allowance, supplemental unemployment benefit,

any compensation policy or practice (including, without limitation, sick and vacation policies or practices), paid time off (PTO), medical,

vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit (including, without limitation, company cars), educational

allowance, any arrangement providing for insurance coverage or workers’ compensation and other similar agreement, plan, policy

or practice, program or arrangement (and any amendments thereto), including any plan, program or arrangement provided to employees through

a Professional Employer Organization including any multiple employer plan, in each case whether or not reduced to writing and whether

funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified

and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to for

the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of the Company or as ERISA

Affiliate or any spouse or dependent of such individual, or under which the Company or any of its ERISA Affiliates has or may have any

Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or

otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately

identified in Section 3.20(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision.

(b) With

respect to each Benefit Plan, the Company has made available to Buyer accurate and complete copies of each of the following: (i) where

the Benefit Plan has been reduced to writing, the plan document together with all amendments and restatements (including without limitation

complete copies of any plans that may have merged into such plan); (ii) where the Benefit Plan has not been reduced to writing, a written

summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements,

insurance policies and contracts, administration or service agreements and similar agreements, and investment management or investment

advisory agreements, annuity contracts and documents relating to fees incurred by the sponsor or participants and beneficiaries; (iv)

any service contracts; (v) any documents governing the investment and management of the Benefit Plan, or the assets thereof, including,

without limitation, any investment management agreements, annuity contracts and documents relating to fees incurred by the sponsor or

participants and beneficiaries; (vi) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits

and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications)

relating to any Benefit Plan; (vii) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code,

a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter

with respect to such Benefit Plan’s continued qualification, with all follow-up correspondence and documentation; (viii) in the

case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding

schedules and financial statements attached; (ix) actuarial valuations and reports related to any Benefit Plans with respect to the two

most recently completed plan years; (x) the most recent nondiscrimination tests performed under the Code; and (xi) copies of material

notices, letters or other correspondence from the Internal Revenue Service, U.S. Department of Labor, U.S. Department of Health and Human

Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan.

Benefit Plan and any related trust has been established, administered and maintained in accordance with its terms and in compliance with

all applicable Laws (including ERISA, the Code and any applicable local Laws), all required returns (including without limitation information

returns) have been prepared in accordance with all applicable Laws and have been timely filed in accordance with applicable Laws with

respect to such Benefit Plan, and neither the Company nor any ERISA Affiliate has received any outstanding written notice from any governmental

or quasi-governmental authority questioning or challenging such compliance.

(d) Each

Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”)

is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most

recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal

Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified

and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively,

of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit

Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company

or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty

under Section 502 of ERISA or to tax or penalty under Chapter 43 of the Code.

(e) Each

asset held under any Qualified Benefit Plan may be liquidated or terminated without the imposition of any redemption or surrender charge

or comparable liability.

(f) All

benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit

Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued

or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. No Qualified Benefit Plan is subject to Title

IV of ERISA or Section 412 of the Code. Neither the Company nor any ERISA Affiliate is or ever has been party to any multiemployer plan,

within the meaning of Section 4001(a)(3) of ERISA, or a “multiple employer plan” within the meaning of Section 413(c) of

the Code or made contributions to any such plan.

(g) Neither

the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material

Liability under Title I of ERISA or related provisions of the Code (including Section 4975 of the Code) or applicable local Law relating

to employee benefit plans; (ii) incurred or reasonably expects to incur any material liability under Chapter 43 of the Code; or (iii)

participated in a multiple employer welfare arrangement (MEWA).

(h) Neither

the Company nor any Affiliate is or ever has been a party to any multiemployer plan, within the meaning of Section 4001(a)(3) of ERISA,

or made contributions to any such plan.

(i) Neither

the Company nor any Affiliate nor any of their respective directors, managers, officers, employees or any other fiduciary has committed

any breach of fiduciary responsibility imposed by ERISA that would subject the Company or any Affiliate or any of their respective directors,

managers, officers or employees to liability under ERISA.

(j) Each

Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities

to Buyer, the Company or any of their Affiliates other than ordinary administrative expenses typically incurred in a termination event.

The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor

or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement,

in connection with the consummation of the transactions contemplated by this Agreement or otherwise.

(k) Other

than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health

benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability to provide post-termination

or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would

be provided with post-termination or retiree health benefits.

(l) There

is no pending or, to the Company’s Knowledge, threatened Action or claim relating to a Benefit Plan or assets of any Benefit Plan

(other than routine claims for benefits), and no Benefit Plan is or has been the subject of an examination or audit by a Governmental

Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction

or similar program sponsored by any Governmental Authority.

(m) There

has been no amendment to, announcement by Seller, the Company or any of their Affiliates relating to, or change in employee participation

or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan

above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to

any manager, officer, employee, independent contractor or consultant, as applicable. None of the Company nor any of its Affiliates has

any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor or consultant,

whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement.

(n) Each

Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary

requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations)

thereunder. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes,

interest or penalties incurred pursuant to Section 409A of the Code.

(o) Each

individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and

benefit accrual under each Benefit Plan.

(p) Neither

the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence

of any additional or subsequent events): (i) entitle any current or former manager, officer, employee, independent contractor or consultant

of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount

of compensation (including membership interest-based compensation) due to any such individual; (iii) limit or restrict the right of the

Company to merge, amend, or terminate any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation

pursuant to any Benefit Plan; (v) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code;

or (vi) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section

280G(c) of the Code. The Company has made available to Buyer true and complete copies of any Section 280G calculations prepared (whether

or not final) with respect to any disqualified individual in connection with the transactions.

(q) All

options that have been granted by the Company to employees that purport to be “incentive membership interest options” under

the Code comply with all applicable requirements necessary to qualify for such tax status, and no option is subject to the provisions

of Section 409A of the Code.

Section

3.21 Employment Matters.

(a) To

Company’s Knowledge, the Company is and has been in compliance with all applicable Laws relating to labor, employment, and

employment practices.

(b) Section

3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the

Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized,

and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii)

hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation;

and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation,

including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants

of the Company for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements,

understandings or commitments of the Company with respect to any compensation, commissions, bonuses or fees.

Company is not, and has not been for the past three years, a party to, bound by, or negotiating any collective bargaining agreement or

other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has

not been for the past three years, any Union representing or purporting to represent any employee of the Company, and no Union or group

of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there

been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption

or dispute affecting the Company or any of its employees. The Company has no duty to bargain with any Union.

(d) The

Company is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws

relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation,

reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion

and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves

of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Company as independent contractors

or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Company classified as

exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no Actions against

the Company pending, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or

arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent

contractor of the Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal

employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability

rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination

of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence,

paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.

(e) The

Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

(f) Regarding

each Government Contract, the Company is and has been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”),

as amended, Section 503 of the Rehabilitation Act of 1973 (“Section 503”), the Vietnam Era Veterans’ Readjustment Assistance

Act of 1974 (“VEVRAA”), and Executive Order 13706 (Establishing Paid Sick Leave for Federal Contractors) (“E.O. 13706”),

each including all implementing regulations and applicable guidance. The Company maintains and complies with affirmative action plans

in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations and amendments. The Company is not, and

has not been for the past three years, the subject of any audit, investigation or enforcement action by any Governmental Authority in

connection with any Government Contract or related compliance with E.O. 11246, Section 503, VEVRAA or E.O. 13706. The Company has not

been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Section

3.22 Taxes.

(a) Since

its formation on April 16, 2025, the Company has not been required to file any Tax Returns and has not incurred any Liability for Taxes.

(b) The

Company has no outstanding or pending deficiencies, assessments, audits, examinations, or claims by any Governmental Authority, and no

such audits or examinations have been proposed or initiated.

Company has not been a party to any Tax-sharing, Tax-allocation, Tax-indemnity, or similar agreement, nor has it assumed any Tax liability

of any other person by contract or otherwise.

(d) The

Company does not have, and has never had, any obligation for Taxes of any other person, including (i) the prior sole proprietorship operating

as “RPD Technologies,” (ii) RPD Technologies, or (iii) any predecessor entity, whether as a successor, transferee, by operation

of Law, or otherwise.

(e) The

Company is not a successor to the prior RPD Technologies sole proprietorship or to RPD Technologies for Tax purposes, and no transaction

contemplated by the Asset Purchase Agreement created or implied any successor or transferee liability for Taxes.

(f) There

are no Liens for Taxes upon any of the assets of the Company other than statutory Liens for current Taxes not yet due and payable

(g) The

Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee,

independent contractor, creditor, customer, member or other party, and complied with all information reporting and backup withholding

provisions of applicable Law.

(h) No

claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject

to Tax by that jurisdiction.

(i) The

Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

(j) There

are no Encumbrances for Taxes upon the assets of the Company (except where such Encumbrance arises as a matter of law prior to the due

date for paying the related Taxes).

Section

3.23 Books and Records. The operating agreement of the Company, which have been made available to Buyer, is complete and correct

and has been maintained in accordance with sound business practices. At the Closing, all of those books and records will be in the possession

of the Company.

Section

3.24 Full Disclosure. No representation or warranty by Company in this Agreement and no statement contained in the Disclosure Schedules

to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any

untrue statement of a material fact, or omits to state a material fact necessary to make such statements not misleading. The Company

is not aware of any fact, condition or circumstance that may adversely affect the assets, liabilities, business, prospects, condition

or results of operations of the Company or its business that has not been previously disclosed to the Buyer in writing. The Company has

not assumed, whether expressly, by operation of law, or otherwise, any liabilities of the prior RPD Technologies sole proprietorship,

and no transactions effected in connection with the Asset Purchase Agreement constitute a de facto merger, mere continuation, or other

successor liability theory under applicable Law.

ARTICLE

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller

represents and warrants to Buyer that the statements contained in this ARTICLE IV are true and correct as of the date hereof and

as of the Closing.

Section

4.01 Organization, Authority and Qualification of Seller. Seller is a limited liability company duly organized, validly existing

and in good standing under the Laws of the state of Delaware and has full company power and authority to own, operate or lease the properties

and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Seller has full

company power and authority to enter into this Agreement and any Ancillary Documents to which Seller is or will be a party, to carry

out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Section

4.02 Enforceability. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and

delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance

with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming

due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation

of Seller enforceable against it in accordance with its terms.

Section

4.03 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents to which

it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict

with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller; or (b) require the consent,

notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that,

with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party

the right to accelerate, terminate, modify or cancel any Contract to which Seller is a party or by which Seller is bound or to which

any of Seller’s properties and assets are subject. No consent, approval, Permit, Governmental Order, declaration or filing with,

or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this

Agreement and the Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby

and thereby.

Section

4.04 Title to Membership Interests. Seller is the record and beneficial owner of all the issued and outstanding Membership Interests,

free and clear of all Encumbrances. Seller is not a party to any voting trust, proxy or other agreement or understanding with respect

to the voting or transfer of any Membership Interests. Upon consummation of the transactions contemplated by this Agreement, Buyer shall

acquire from Seller good, valid and marketable title to all Membership Interests, free and clear of any Encumbrance.

Section

4.05 Legal Proceedings. There are no Actions pending or, to Seller’s knowledge, threatened against or by Seller or any Affiliate

of Seller relating to the Company or that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this

Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Section

4.06 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection

with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Seller.

Section

4.07 Full Disclosure. No representation or warranty by Seller in this Agreement or any certificate or other document furnished or

to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact

necessary to make such statements not misleading. Seller is not aware of any fact, condition or circumstance that may adversely affect

the assets, liabilities, business, prospects, condition or results of operations of the Company or its business that has not been previously

disclosed to the Buyer in writing.

ARTICLE

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer

represents and warrants to Seller that the statements contained in this ARTICLE V are true and correct as of the date hereof and as of

the Closing.

Section

5.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under Laws

of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which

Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby

and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is or will be a party, the

performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby

and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and

delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and

binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or

will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party

thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its

terms.

Section

5.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which

it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict

with or result in a violation or breach of, or default under, any provision of the organizational documents of Buyer; (b) conflict with

or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent,

notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit, Governmental Order,

declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution

and delivery of this Agreement and the Ancillary Documents to which Buyer is or will be a party and the consummation of the transactions

contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices

which, in the aggregate, would not have a material adverse effect on the ability of Buyer to consummate the transactions contemplated

hereby on a timely basis.

Section

5.03 Investment Purpose. Buyer is acquiring the Membership Interests solely for its own account for investment purposes and not with

a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Membership Interests are not

registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Membership Interests may not be transferred

or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption

therefrom and subject to state securities laws and regulations, as applicable.

Section

5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection

with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer.

ARTICLE

COVENANTS

Section

6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement

or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller and the Company

agree that the Company shall (x) conduct its business in the ordinary course of business consistent with past practice; and (y) use reasonable

best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights,

franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships

with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall:

(a) preserve

and maintain all of its Permits;

(b) pay

its debts, Taxes and other obligations when due;

the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject

to reasonable wear and tear;

(d) continue

in full force and effect without modification all Insurance Policies, except as required by applicable Law;

(e) defend

and protect its properties and assets from infringement or usurpation;

(f) perform

all of its obligations under all Contracts relating to or affecting its properties, assets or business;

(g) maintain

its books and records in accordance with past practice;

(h) comply

in all material respects with all applicable Laws;

(i) not

terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification

of any such contract) in any material respect any Contract;

(j) not

enter into any transaction outside the ordinary course of business including any agreement that could result in the payment by the Company

or Buyer of a finder’s fee, success fee or other similar fee in connection with the transactions contemplated in this Agreement;

(k) except

for sales or transfers of the Company’s products in the ordinary course of business, not sell or otherwise transfer, or agree,

commit or offer (in writing or otherwise) to sell or otherwise transfer any interest in its assets or business;

(l) not

enter into any transaction or take any other action that might cause or constitute a material breach of any representation or warranty

made by the Company or Seller in this Agreement if (A) such representation or warranty had been made as of the time of such transaction

or action, (B) such transaction had been entered into, or such action had occurred, on or prior to the date of this Agreement or (C)

such representation or warranty had been made as of the Closing Date; and

(m) not

take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Section

6.02 Access to Information. From the date hereof until the Closing, the Company shall (a) afford Buyer and its Representatives full

and free access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and

other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data

and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives

of the Company to cooperate with Buyer in its investigation of the Company. Any investigation pursuant to this Section 6.02 shall

be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No investigation by Buyer

or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given

or made by the Company or Seller in this Agreement.

Section

6.03 No Solicitation of Other Bids.

(a) The

Company and Seller shall not, and shall not authorize or permit any of their Affiliates or any of their Representatives to, directly

or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into

discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter

into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Seller shall immediately

cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to

be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to,

an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from

any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, membership

interests exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of membership interests

of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant

portion of the Company’s properties or assets.

(b) In

addition to the other obligations under this Section 6.03, the Company and Seller shall promptly (and in any event within two

Business Days after receipt thereof by the Company, Seller or any of their Representatives) advise Buyer orally and in writing of any

Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could

reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal

or inquiry, and the identity of the Person making the same.

Company and Seller agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision

specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach

shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section

6.04 Notice of Certain Events.

(a) From

the date hereof until the Closing, the Company and Seller shall promptly notify Buyer in writing of:

(i)

any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to

have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in,

any representation or warranty made by the Company or Seller hereunder not being true and correct or (C) has resulted in, or could reasonably

be expected to result in, the failure of any of the conditions set forth in Section 8.02 to be satisfied;

(ii)

any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the

transactions contemplated by this Agreement;

(iii)

any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

and

(iv)

any Actions commenced or, to the Company’s Knowledge or Seller’s knowledge, threatened against, relating to or involving

or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed

pursuant to Section 3.17 or Section 4.05 or that relates to the consummation of the transactions contemplated by this Agreement.

(b) Buyer’s

receipt of information pursuant to this Section 6.04 shall not operate as a waiver or otherwise affect any representation, warranty

or agreement given or made by the Company or Seller in this Agreement (including Section 9.02 and Section 10.01) and shall

not be deemed to amend or supplement the Disclosure Schedules.

Section

6.05 Resignations.2 The Company shall deliver to Buyer written resignations, effective as of the Closing Date, of the

officers and managers of the Company requested by Buyer at least five Business Days prior to the Closing.

Section

6.06 Confidentiality. From and after the Closing, Seller shall, and shall cause any of its Affiliates to, hold, and shall use its

reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written

or oral, concerning the Company, except to the extent that Seller can show that such information (a) is generally available to and known

by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller,

any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing

such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives

are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly

notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is

legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order

or other reasonable assurance that confidential treatment will be accorded such information.

Section

6.07 Governmental Approvals and Consents.

(a) Each

of Buyer and the Company shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any

Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents,

authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery

of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate

fully with the other parties and their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.

None of the parties shall willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required

consents, authorizations, orders and approvals.

(b) The

parties hereto shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described

in Section 3.05 of the Disclosure Schedules.

Note to Draft: parties to confirm if needed.

limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall

use all reasonable best efforts to:

(i)

respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated

by this Agreement or any Ancillary Document;

(ii)

avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this

Agreement or any Ancillary Document; and

(iii)

in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this

Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.

(d) If

any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party

is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to

obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot

be obtained, Seller shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract

for the term thereof, and, if Seller provide such rights and benefits, the Company shall assume all obligations and burdens thereunder.

(e) All

analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf

of any party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions

contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or the Company with Governmental

Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential

information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent

that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with

any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party

shall give notice to the other parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority

or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other parties with the opportunity

to attend and participate in such meeting, discussion, appearance or contact.

(f) Notwithstanding

the foregoing, nothing in this Section 6.07 shall require, or be construed to require, Buyer or any of its Affiliates to agree

to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the

Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any

such assets, businesses or interests which adversely impact the economic or business benefits to Buyer of the transactions contemplated

by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Section

6.08 Closing Conditions. From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such

actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VIII hereof.

Section

6.09 Public Announcements. Prior to the Closing, unless otherwise required by applicable Law or stock exchange requirements, neither

the Company, Seller nor Buyer shall issue a press releases or make any other public statements with respect to the transactions contemplated

hereby without the written consent (which may be via email) of the Company and Buyer; provided, however, that a mutually agreed joint

press release describing the terms of this Agreement shall be released promptly after execution of this Agreement and Buyer shall file

a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, which shall include that press release and this Agreement

as exhibits. After the Closing, unless otherwise required by applicable Law or stock exchange requirements, Seller shall not make any

public announcements in respect of this Agreement, or the transactions contemplated hereby or otherwise communicate with any news media

without the prior written consent of Buyer.

Section

6.10 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to,

execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably

required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section

6.11 Employee Benefits; Severance Policy.

(a) Provided

that it complies in all material respects with applicable law and the terms of any employment arrangements identified in Section 3.20,

Buyer may, in its sole discretion, substitute employee compensation, benefit and severance programs for those of the Company and any

Affiliate as are comparable with the programs provided from time to time to Buyer’s employees and the employees of Buyer’s

Affiliates. Subject to the preceding sentence, the Buyer shall have no obligation to continue the existence of any Benefit Plan maintained

by the Company or any Affiliate.

(b) At

least one day prior to the Closing Date, the Company and each Affiliate shall take all actions necessary to terminate each Qualified

Benefit Plan. If a Qualified Benefit Plan is terminated in accordance with this Section 6.11(b), benefit accruals, including contributions

of salary reduction contributions, if any, shall cease. The Company and each Affiliate agrees to take no action to merge any of its Qualified

Benefit Plans, transfer the assets of any of its Qualified Benefit Plans, or terminate any of its Qualified Benefit Plans, except as

otherwise provided in this Section 6.11(b) following the execution of this Agreement without the consent of Buyer. Buyer agrees

to see to the liquidation of any such terminated plan as soon as reasonably practicable.

respect to each Company Benefit Plan that is a “group health plan” as defined in Section 5000(b)(1) of the Code, an ERISA

Affiliate of Company shall have sole responsibility on and after the Closing Date for any liability under Section 4980B of the Code with

respect to each person who is an “M & A qualified beneficiary,” as defined in Treas. Reg. § 54.4980B-9 in connection

with the transactions contemplated by this Agreement. In the event that an ERISA Affiliate of Company shall, after the Closing, cease

to maintain all such plans, Company shall obtain the agreement of ERISA Affiliate to promptly notify Buyer.

ARTICLE

VII

TAX MATTERS

Section

7.01 Tax Covenants.

(a) Without

the prior written consent of Buyer, prior to the Closing, the Company, its Representatives and Seller shall not make, change or rescind

any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into

any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company in

respect of any Post-Closing Tax Period. Seller agrees that Buyer is to have no liability for any Tax resulting from any action of the

Company, any of its Representatives or Seller. Seller shall indemnify and hold harmless Buyer against any such Tax or reduction of any

Tax asset.

(b) All

transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest)

incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar

Tax) shall be borne and paid by Seller when due. Seller shall timely file any Tax Return or other document with respect to such Taxes

or fees (and Buyer shall cooperate with respect thereto as necessary).

shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect to a

Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by

Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules,

statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions)

of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return,

notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis

for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their

reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by

Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant

shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant

to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such

Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution.

The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of

any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Section

7.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding

upon the Company shall be terminated as of the Closing Date. After Closing, neither the Company nor any of its Representatives shall

have any further rights or liabilities thereunder.

Section

7.03 Tax Indemnification. From and after Closing, Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them

harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section

3.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking

or obligation in ARTICLE VII; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax

Periods (“Pre-Closing Taxes”); (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group

of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability

under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of

any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event

or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including

attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall pay Buyer for any Taxes of the Company that

are the responsibility of Seller pursuant to this Section 7.03 upon a determination that a Tax is payable or on written demand,

whichever is later.

Section

7.04 Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the

Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing

Taxes for purposes of this Agreement shall be:

(a) in

the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with

the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if

the taxable year ended with the Closing Date; and

(b) in

the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which

is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

The

remainder of the Taxes for the Straddle Period shall be allocated to the Post-Closing Tax Period.

Section

7.05 Contests. Buyer agrees to give written notice to Seller of the receipt of any written notice by the Company, Buyer or any of

Buyer’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity

may be sought by Buyer pursuant to this ARTICLE VII (a “Tax Claim”); provided, that failure to comply

with this provision shall not affect Buyer’s right to indemnification hereunder. Buyer shall control the contest or resolution

of any Tax Claim; provided, however, that Buyer shall obtain the prior written consent of Seller (which consent shall not be unreasonably

withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further,

that Seller shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees

and expenses of which separate counsel shall be borne solely by Seller. Notwithstanding anything to in this Agreement to the contrary,

in the case of a Tax Claim, an election under Section 6226(a) of the Code (and any analogous or similar election under state or local

Law) shall be made when available, except to the extent Buyer and Seller agree in writing for any such election not to be made, and each

party hereto shall take all actions necessary to effectuate such an election.

Section

7.06 Cooperation and Exchange of Information. Seller, the Company and Buyer shall provide each other with such cooperation and information

as any of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VII or in connection with

any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of

relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings

or other determinations by tax authorities. Each of Seller, the Company and Buyer shall retain all Tax Returns, schedules and work papers,

records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing

Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate,

without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods.

Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession

relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Seller, the Company or Buyer (as the

case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of

such materials.

Section

7.07 Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this ARTICLE VII shall be treated

as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Section

7.08 Payments to Buyer. Any amounts payable to Buyer pursuant to this ARTICLE VII shall be satisfied by wire transfer of immediately

available funds.

Section

7.09 FIRPTA Certificate or Form W-9. On the Closing Date, Seller shall deliver to Buyer either (a) a certificate pursuant to Treasury

Regulations Section 1.1445-2(b) that the Seller is not a foreign person with the meaning of Section 1445 of the Code (a “FIRPTA

Certificate”); or (b) a valid IRS Form W-9, Request for Taxpayer Identification Number and Certificate, duly executed by an officer

of Seller.

Section

7.10 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.22 and this ARTICLE

VII shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension

thereof) plus 60 days.

Section

7.11 Overlap. To the extent that any obligation or responsibility pursuant to ARTICLE IX may overlap with an obligation or responsibility

pursuant to this ARTICLE VII, the provisions of this ARTICLE VII shall govern.

ARTICLE

VIII

CONDITIONS TO CLOSING

Section

8.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the Proposed Transaction shall be subject

to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No

Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has

the effect of making the Proposed Transaction illegal, otherwise restraining or prohibiting consummation of the Proposed Transaction

or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) The

Company and Seller shall have received all consents, authorizations, orders and approvals referred to in Section 3.05 of the Disclosure

Schedules.

shall have filed the additional listing application of NYSE American Stock Exchange operated by NYSE American LLC (the “NYSE

American”) and NYSE American shall have approved such listing of Buyer’s Common Stock on or prior to the Closing Date.

Section

8.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the Proposed Transaction shall be subject to the

fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) Other

than the representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04,

Section 3.05, Section 4.01, Section 4.03, Section 4.04, Section 4.05, Section 4.06, and Section

4.07, the representations and warranties of the Company and Seller contained in this Agreement and the Ancillary Documents shall

be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,”

“in all material respects,” “in any material respect,” “material,” or “materially”) on

and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that

address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except

where the failure of such representations and warranties to be true and correct would reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect. The representations and warranties of the Company and Seller contained in Section 3.01,

Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 4.01, Section 4.03, Section

4.04, Section 4.05, Section 4.06, and Section 4.07, and shall be true and correct in all respects on and as

of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address

matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) The

Company and Seller shall have duly performed and complied in all material respects with all agreements and covenants required by this

Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date.

Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing.

(d) From

the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that,

individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(e) The

Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been

delivered to Buyer.

(f) The

Company shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary of state or

similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

(g) [Reserved].

(h) Buyer

shall have received a certificate, dated the Closing Date and signed by a duly authorized officer or member, as applicable, of the Company

and Seller, that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.

(i) Buyer

shall have received a certificate of the member of the Company certifying that attached thereto are true and complete copies of all resolutions

adopted by the sole member of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents

to which it is a party and the consummation of the Proposed Transaction contemplated hereby and thereby, and that all such resolutions

are in full force and effect and are all the resolutions adopted in connection with the Proposed Transaction contemplated hereby and

thereby.

(j) The

Company and Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably

necessary to consummate the Proposed Transaction.

Section

8.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the Proposed Transaction shall be subject to the

fulfillment or the Company’s waiver (on behalf of Seller), at or prior to the Closing, of each of the following conditions:

(a) Other

than the representations and warranties of Buyer contained in Section 5.01, Section 5.02 and Section 5.04, the representations

and warranties of Buyer contained in this Agreement and the Ancillary Documents shall be true and correct in all respects (without giving

effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “in

any material respect,” “material,” or “materially”) on and as of the Closing Date with the same effect

as though made at and as of such date (except those representations and warranties that address matters only as of a specified date,

the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations

and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse

effect on Buyer’s ability to consummate the Proposed Transaction. The representations and warranties of Buyer contained in Section

5.01, Section 5.02 and Section 5.04 shall be true and correct in all respects on and as of the Closing Date with the

same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified

date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Buyer

shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each

of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.

Ancillary Documents shall have been executed and delivered by the parties thereto and complete copies thereof shall have been delivered

to the Company.

(d) Buyer

shall have delivered to Seller the Promissory Note.

(e) The

Company shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the

conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied.

(f) Buyer

shall have delivered to the Company such other documents or instruments as the Company reasonably requests and are reasonably necessary

to consummate the Proposed Transaction.

ARTICLE

INDEMNIFICATION

Section

9.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein

(other than any representations or warranties contained in Section 3.22 which are subject to ARTICLE VII) shall survive

the Closing and shall remain in full force and effect until the date that is two years from the Closing Date; provided, that the

representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05,

Section 4.01, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 5.01,

Section 5.02 and Section 5.04 shall survive indefinitely. All covenants and agreements of the parties contained herein

(other than any covenants or agreements contained in ARTICLE VI which are subject to ARTICLE VII) shall survive the Closing

indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable

specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to

the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation

or warranty and such claims shall survive until finally resolved.

Section

9.02 Indemnification By Seller. Subject to the other terms and conditions of this ARTICLE IX, from and after Closing, Seller

shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively,

the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse

each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with

respect to or by reason of:

(a) any

inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate

or instrument delivered by or on behalf of the Company pursuant to this Agreement (other than in respect of Section 3.22, it being

understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VII), as of the date

such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for

representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with

reference to such specified date);

(b) any

inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any certificate or instrument

delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such

representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to

a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement (other than

any breach or non-fulfillment of any covenant, agreement or obligation in ARTICLE VII, it being understood that the sole remedy

for any such breach or non-fulfillment shall be pursuant to ARTICLE VII);

(d) any

breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; or

(e) For

the avoidance of doubt, Buyer shall be entitled to the full benefit of all rights, remedies, claims and indemnification protections that

the Company possesses under the Asset Purchase Agreement. From and after Closing, the Company shall retain and Buyer shall control and

may enforce, in Buyer’s sole discretion, any and all rights or claims available to the Company under the Asset Purchase Agreement,

including any indemnification rights relating to excluded liabilities or to acts, omissions, or obligations of RPD Technologies or its

equityholder prior to April 16, 2025. Seller shall have no obligation to indemnify Buyer for any liabilities, claims, or obligations

of the Company arising out of or relating to the operations, conduct, or obligations of RPD Technologies or any predecessor entities

prior to April 16, 2025, except to the extent arising from a breach of Seller’s representations or warranties set forth in this

Agreement. Buyer shall be entitled to exercise any and all rights, claims, indemnities, and remedies available to Seller under the Asset

Purchase Agreement, including the right to recover damages or equitable relief, and may enforce such rights directly against the prior

owner of the sole proprietorship.

Section

9.03 Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE IX, from and after Closing, Buyer

shall indemnify and defend Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”)

against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred

or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any

inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument

delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such

representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to

a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any

breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than any

breach or non-fulfillment of any covenant, agreement or obligation in ARTICLE VII, it being understood that the sole remedy for

any such breach or non-fulfillment thereof shall be pursuant to ARTICLE VII).

Section

9.04 Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the

following limitations:

(a) Seller

shall not be liable to the Buyer Indemnitees for indemnification under Section 9.02(a) and Section 9.02(b) until the aggregate

amount of all Losses in respect of indemnification under Section 9.02(a) and Section 9.02(b) exceeds $420,000 (the “Basket”),

in which event Seller shall be required to pay or be liable for all such Losses from the first dollar.

(b) The

maximum liability of either party under this Article shall not exceed the Purchase Price (the “Cap”).

shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses

in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable

for all such Losses from the first dollar.

(d) Notwithstanding

the foregoing, the limitations set forth in Section 9.04(a) and Section 9.04(c) shall not apply to Losses (i) arising out

of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty, in Section 3.01, Section

3.02, Section 3.03, Section 3.04, Section 3.05, Section 4.01, Section 4.03, Section 4.04,

Section 4.05, Section 4.06, Section 4.07, Section 5.01, Section 5.02 and Section 5.04, or (ii) arising

as a result of fraud, willful breach or intentional misrepresentations.

(e) For

all purposes of this ARTICLE IX, (including for purposes of determining the existence of any inaccuracy in, or breach of, any

representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation

or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in

or otherwise applicable to such representation or warranty.

(f) Notwithstanding

anything to the contrary herein, Buyer’s sole and exclusive remedy for any matters, claims or liabilities arising out of or relating

to any period prior to April 16, 2025 shall be pursuant to the Asset Purchase Agreement, and Buyer shall have no right to seek indemnification

from Seller with respect to any such matters except to the extent arising from a breach of Seller’s representations and warranties

expressly set forth in this Agreement. Seller shall not be liable for any claims based on successor liability, de facto merger, continuation

of enterprise or similar theories of liability.

Section

9.05 Indemnification Procedures. The party making a claim under this ARTICLE IX is referred to as the “Indemnified Party”,

and the party against whom such claims are asserted under this ARTICLE IX is referred to as the “Indemnifying Party”.

(a) Third-Party

Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is

not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party

Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification

under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event

not later than 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice

shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying

Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim

in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably

practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate

in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s

expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided,

that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any

such Third-Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y)

seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense

of any Third-Party Claim, subject to Section 9.05(b), it shall have the right to take such action as it deems necessary to avoid,

dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party.

The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject

to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense

of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal

defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B)

there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying

Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified

Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly

notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the

defense of such Third-Party Claim, the Indemnified Party may, subject to Section 9.05(b), pay, compromise, defend such Third-Party

Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Seller and Buyer

shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making

available (subject to the provisions of Section 6.06) records relating to such Third-Party Claim and furnishing, without expense

(other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as

may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

(b) Settlement

of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement

of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 9.05(b).

If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation

on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all

Liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such

offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent

to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party

Claim, and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of

such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party

Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party

Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.05(a), it shall not agree to any settlement without

the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a third party claim (a “Direct Claim”)

shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not

later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall

not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying

Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in

reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably

practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after

its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its

professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent

any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation

by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and

copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the

Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim,

in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and

subject to the provisions of this Agreement.

(d) Tax

Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of

Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section

3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE

VII) shall be governed exclusively by ARTICLE VII hereof.

Section

9.06 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE

IX, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire

transfer of immediately available funds.

Section

9.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties

as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section

9.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s

right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf

of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its

Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the

Indemnified Party’s waiver of any condition set forth in Section 8.02 or Section 8.03, as the case may be.

Section

9.09 Exclusive Remedies. Subject to and except for Section 11.11, the parties acknowledge and agree that from and after Closing

their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or willful misconduct on the

part of a party hereto in connection with the Proposed Transaction) for any breach of any representation, warranty, covenant, agreement

or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification

provisions set forth in ARTICLE VII and this ARTICLE IX. In furtherance of the foregoing, except with respect to Section

11.11, each party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and

causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating

to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective

Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VII

and this ARTICLE IX. Nothing in this Section 9.09 shall limit any Person’s right to seek and obtain any equitable

relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraud or willful misconduct.

ARTICLE

TERMINATION

Section

10.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by

the mutual written consent of the Company and Buyer;

(b) by

either the Company or Buyer, upon written notice to the other party, if the Proposed Transaction has not been consummated on or before

April 30, 2026 (the “Drop Dead Date”); provided, however, that the right to terminate this Agreement pursuant

to this Section 10.01(b) shall not be available to any party whose material breach of any representation, warranty, covenant,

or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Proposed Transaction

to be consummated on or before the Drop Dead Date;

Buyer by written notice to the Company if Buyer is not then in material breach of any provision of this Agreement and there has been

a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company or Seller pursuant

to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VIII and such breach, inaccuracy

or failure has not been cured by the Company or Seller within ten days of the Company’s or Seller’s receipt of written notice

of such breach from Buyer;

(d) by

the Company by written notice to Buyer if the Company and Seller are not then in material breach of any provision of this Agreement and

there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant

to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VIII and such breach, inaccuracy

or failure has not been cured by Buyer within ten days of Buyer’s receipt of written notice of such breach from the Company; or

(e) by

Buyer or the Company if (i) there shall be any Law that makes consummation of the Proposed Transaction illegal or otherwise prohibited;

or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the Proposed Transaction, and such

Governmental Order shall have become final and non-appealable.

Section

10.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall

forthwith become void and there shall be no liability on the part of any party hereto except:

(a) that

the obligations set forth in this ARTICLE X and ARTICLE XI hereof shall survive termination; and

(b) that

nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

ARTICLE

MISCELLANEOUS

Section

11.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements

of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Proposed Transaction incurred by Buyer

shall be paid by Buyer and those incurred by the Company or Seller shall be paid by Seller, whether or not the Closing shall have occurred.

Section

11.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and

shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee

if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation

of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours

of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall

be specified in a notice given in accordance with this Section 11.02):

to the Company or Seller (prior to Closing):

Wall Street, 11th floor

New

York, New York 10005

E-mail:

Attention:

Joseph Gasik

with

a copy to:

S Wacker Dr Suite 4000

Chicago,

IL 60606

E-mail:

Attention:

Michael Galibois

to Buyer:

1300

Post Oak Blvd., Suite 1305

Houston,

Texas 77056

E-mail:

Attention:

Edward Gillespie

with

a copy to:

Sullivan

& Worcester LLP

1251

Avenue of the Americas

New

York, NY 10020

E-mail:

Attention:

David Danovitch

Attention:

Joseph Segilia

Section

11.03 Interpretation. For purposes of this Agreement, unless otherwise expressly provided, (a) the words “include,” “includes”

and “including” shall be deemed to be followed by the words “without limitation;” (b) the word “or”

is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder”

refer to this Agreement as a whole; and (d) references herein: (i) to Articles, Sections, Disclosure Schedules and Exhibits mean the

Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other

document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted

by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation

thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring

construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules

and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were

set forth verbatim herein.

Section

11.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section

11.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,

illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such

term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,

the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely

as possible in a mutually acceptable manner in order that the Proposed Transaction be consummated as originally contemplated to the greatest

extent possible.

Section

11.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this

Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings

and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements

in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly

set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section

11.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their

respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent

of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior to

the Closing Date, Buyer may, without the prior written consent of the Company, assign all or any portion of its rights under this Agreement

to one or more of its direct or indirect wholly owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations

hereunder.

Section

11.08 No Third-party Beneficiaries. Except as provided in ARTICLE IX, this Agreement is for the sole benefit of the parties

hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon

any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section

11.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing

signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in

writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,

breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring

before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this

Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or

privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section

11.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This

Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any

choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(b) ANY

LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE PROPOSED TRANSACTION OR

THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED

IN THE CITY OF WILMINGTON AND COUNTY OF NEW CASTLE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN

ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET

FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY

AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE

AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT

IN AN INCONVENIENT FORUM.

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE PROPOSED TRANSACTION

CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL

ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY

HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 11.10(c).

Section

11.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed

in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to

any other remedy to which they are entitled at law or in equity.

Section

11.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together

shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission

shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature

page follows]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized

representatives.

COMPANY:

RPD TECHNOLOGIES AMERICAS, LLC

/s/

Joseph Gasik

Name:

Joseph

Gasik

Title:

Managing

Member

SELLER:

ABUNDIA FINANCIAL, LLC

/s/

Joseph Gasik

Name:

Joseph

Gasik

Title:

Managing

Member

BUYER:

ABUNDIA GLOBAL IMPACT GROUP, INC.

/s/

Edward Gillespie

Name:

Edward

Gillespie

Title:

Chief

Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

SECURITY

AGREEMENT

This

SECURITY AGREEMENT, dated as of April 1, 2026 (this “Agreement”), is by and among Abundia Global Impact Group, Inc.,

a Delaware corporation (the “Company”), RPD Technologies America, LLC, a Delaware limited liability company and wholly

owned subsidiary of the Company (“RPD” and together with the Company, the “Debtors”), and Abundia

Financial, LLC, a Delaware limited liability company (“Abundia,” and the “Secured Party”) and the

holder of the Company’s Senior Secured Convertible Note due April 1, 2027 following its date of issuance, in the original aggregate

principal amount of $4,040,000 (the “Note”).

I T N E S S E T H:

WHEREAS,

pursuant to the Purchase Agreement (as defined in the Note), the Secured Party has agreed to extend the loan to the Company evidenced

by the Note;

WHEREAS,

pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), RPD has agreed to guarantee

and act as surety for payment of the Note; and

WHEREAS,

in order to induce the Secured Party to extend the loan evidenced by the Note under the Purchase Agreement, the Debtor has agreed to

execute and deliver to the Secured Party this Agreement and to grant the Secured Party a security interest in certain property of the

Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note and RPD’s

obligations under the Guarantee.

NOW,

THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms

used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel

paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,

“general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,

“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings

given such terms in Article 9 of the UCC.

(a)

“Collateral” means

of capital stock and the other equity interests listed on Schedule G hereto (as the same may be modified from time to time pursuant to

the terms hereof);

Notwithstanding

the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes

void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent

that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,

however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and,

to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b)

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual

property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights

arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered

and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,

without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent of

the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications

for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii)

all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos,

domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired,

all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark

Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof,

or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of the United States, any other

country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all

licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.

(c)

“Necessary Endorsement” means undated membership interest powers endorsed in blank or other proper instruments of

assignment duly executed and such other instruments or documents as Abundia may reasonably request.

(d)

“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or

several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company to the Secured

Party, including, without limitation, all obligations under this Agreement, the Note, the Guarantee, and any other instruments, agreements

or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary

or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and

whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations

or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured

Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified

from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation:

(i) principal of, and interest on the Note and the loan extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations

and liabilities of the Debtors from time to time under or in connection with this Agreement, the Note, the Guarantee, and any other instruments,

agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not

limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such

amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.

(e)

“Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such

as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,

any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of

such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

(f)

“Pledged Interests” shall have the meaning ascribed to such term in Section 4(j).

(g)

“Pledged Securities” shall have the meaning ascribed to such term in Section 4(i).

(h)

“UCC” means the Uniform Commercial Code of the State of Delaware and or any other applicable law of any state or states

which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent

of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will

be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the

definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing

ones shall be controlling.

Grant of Security Interest in Collateral. As an inducement for the Secured Party to extend the loan as evidenced by the Note and

to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Debtors,

hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a first priority security interest in and

to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and

to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause

to be delivered to Abundia (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and

(b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with

all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Abundia, or have previously delivered

to Abundia, a true and correct copy of each Organizational Document governing any of the Pledged Securities.

Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the

disclosure schedules delivered to the Secured Party concurrently herewith (the “Disclosure Schedules”), which Disclosure

Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party as

follows:

(a)

Each Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement

and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the

filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required

by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding obligation

of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors

and by general principles of equity.

(b)

The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily

at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A

attached hereto. Except as specifically set forth on Schedule A, RPD is the record owner of the real property where such Collateral

is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined below). Except

as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, Abundia or processor.

(c)

Except as set forth on Schedule B attached hereto (collectively, the “Permitted Liens”), the Debtors are the

sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear

of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as

set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording

office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those

that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. Except as set

forth on Schedule C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtors

shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other document

or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).

(d)

No written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third party.

There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any

jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding

involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or

regulatory agency, arbitrator or other governmental authority.

(e)

Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business

and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records

or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation

and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the

UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create

in favor of the Secured Party a valid, perfected and continuing perfected first priority lien in the Collateral.

(f)

This Agreement creates in favor of the Secured Party a valid security interest in the Collateral, subject only to Permitted Liens securing

the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security

interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have

been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following

paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights

and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit

account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of RPD,

and the delivery of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or protect

the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements,

the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements,

no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental

authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection

of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of Abundia hereunder.

(g)

Each Debtor hereby authorizes Abundia to file one or more financing statements under the UCC, with respect to the Security Interests,

with the proper filing and recording agencies in any jurisdiction deemed proper by it.

(h)

The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational

Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,

rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of

time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with

or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s

debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or

affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary for any

Debtor to enter into and perform its obligations hereunder have been obtained.

(i)

The capital stock and other equity interests listed on Schedule G hereto (the “Pledged Securities”) represent

all of the capital stock and other equity interests of RPD, and in RPD, owned by the Company. All of the Pledged Securities are validly

issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of

any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens.

(j)

The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged

Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held

in a securities account or by any financial intermediary.

(k)

Each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected first priority

liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder

shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all persons

and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of Abundia,

each Debtor will sign and deliver to Abundia on behalf of the Secured Party at any time or from time to time one or more financing statements

pursuant to the UCC in form reasonably satisfactory to Abundia and will pay the cost of filing the same in all public offices wherever

filing is, or is deemed by Abundia to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting

the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the

Security Interests hereunder, and each Debtor shall obtain and furnish to Abundia from time to time, upon demand, such releases and/or

subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.

(l)

No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except in its ordinary

course of business), without the prior written consent of Abundia.

(m)

RPD shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not

operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(n)

Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral

hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation

having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such

entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement

cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy

to certify to Abundia, that (a) Abundia will be named as lender loss payee and additional insured under each such insurance policy; (b)

if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify Abundia

and such cancellation or change shall not be effective as to Abundia for at least thirty (30) days after receipt by Abundia of such notice,

unless the effect of such change is to extend or increase coverage under the policy; and (c) Abundia will have the right (but no obligation)

at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default.

If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not

exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property

with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining,

to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments received by any

Debtor after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences

shall be paid to Abundia on behalf of the Secured Party and, if received by such Debtor, shall be held in trust for the Secured Party

and immediately paid over to Abundia unless otherwise directed in writing by Abundia. Copies of such policies or the related certificates,

in each case, naming Abundia as lender loss payee and additional insured shall be delivered to Abundia at least annually and at the time

any new policy of insurance is issued.

(o)

Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any

material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value

of the Collateral or on the Secured Party’s security interest therein.

(p)

Each Debtor shall promptly execute and deliver to Abundia such further assignments, security agreements, financing statements or other

instruments, documents, certificates and assurances and take such further action as Abundia may from time to time request and may in

its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation,

if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property

(“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder,

substantially in a form reasonably acceptable to Abundia, which Intellectual Property Security Agreement, other than as stated therein,

shall be subject to all of the terms and conditions hereof.

(q)

Each Debtor shall permit Abundia and its representatives and Abundias to inspect the Collateral during normal business hours and upon

reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by Abundia from time

to time.

(r)

Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,

causes of action and accounts receivable in respect of the Collateral.

(s)

Each Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution

or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect

the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.

(t)

All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of any Debtor with respect to the Collateral

is accurate and complete in all material respects as of the date furnished.

(u)

The Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any

rights and franchises material to its business.

(v)

No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),

legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to

the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture

filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(w)

Except in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold,

sale or return, sale on approval, or other conditional terms of sale without the consent of Abundia which shall not be unreasonably withheld.

(x)

No Debtor may relocate its chief executive office to a new location without providing thirty (30) days prior written notification thereof

to the Secured Party and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture

filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(y)

Each Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule

D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor

does not have one, states that one does not exist.

(z)

(i) The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade names except

as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or

as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any

Debtor within the past five years except as set forth on Schedule E.

(z)

At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or

permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral

to Abundia.

(aa)

Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Adundia regarding the Pledged

Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106 (or

any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that would confer

“control” within the meaning of Article 8 of the UCC) with any other person or entity.

(bb)

RPD shall cause all tangible chattel paper constituting Collateral to be delivered to Abundia, or, if such delivery is not possible,

then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement.

To the extent that any Collateral consists of electronic chattel paper, RPD shall cause the underlying chattel paper to be “marked”

within the meaning of Section 9-105 of the UCC (or successor section thereto).

(cc)

If there is any investment property or deposit account included as Collateral that can be perfected by “control” through

an account control agreement, RPD shall cause such an account control agreement, in form and substance in each case satisfactory to Abundia,

to be entered into and delivered to Abundia for the benefit of the Secured Party.

(dd)

To the extent that any Collateral consists of letter-of-credit rights, RPD shall cause the issuer of each underlying letter of credit

to consent to an assignment of the proceeds thereof to the Secured Party.

(ee)

To the extent that any Collateral is in the possession of any third party, RPD shall join with Abundia in notifying such third party

of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement

from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Abundia.

(ff)

If RPD shall at any time hold or acquire a commercial tort claim, RPD shall promptly notify the Secured Party in a writing signed by

RPD of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof,

all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Abundia.

(gg)

RPD shall immediately provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental

authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and proceeds

thereof, shall execute and deliver to Abundia an assignment of claims for such accounts and cooperate with Abundia in taking any other

steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to

perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.

(hh)

RPD shall cause each subsidiary of RPD to immediately become a party hereto (an “Additional Debtor”), by executing

and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions

hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements

to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements

shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions,

good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation

as Abundia may reasonably request. Upon delivery of the foregoing to Abundia, the Additional Debtor shall be and become a party to this

Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent as if it were

an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the

date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed

to include each Additional Debtor.

(ii)

Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Note.

(jj)

Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each

issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Party on the books

of such issuer. Further, except with respect to certificated securities delivered to Abundia, the applicable Debtor shall deliver to

Abundia an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to

perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm that: (a)

it has registered the pledge on its books and records; and (b) at any time directed by Abundia during the continuation of an Event of

Default, such issuer will transfer the record ownership of such Pledged Securities into the name of any designee of Abundia, will take

such steps as may be necessary to effect the transfer, and will comply with all other instructions of Abundia regarding such Pledged

Securities without the further consent of the applicable Debtor.

(kk)

In the event that, upon an occurrence of an Event of Default, Abundia shall sell all or any of the Pledged Securities to another party

or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each

Debtor shall, to the extent applicable: (i) deliver to Abundia or the Transferee, as the case may be, the articles of incorporation,

bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books

of account, financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries;

(ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct

and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental

or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged

Securities by Abundia and allow the Transferee or Abundia to continue the business of the Debtors and their direct and indirect subsidiaries.

(ll)

Without limiting the generality of the other obligations of RPD hereunder, RPD shall promptly (i) cause to be registered at the United

States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual

Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly recorded at the applicable

office, and (iii) give Abundia notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual

Property.

(mm)

Each Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments

and documents, and take all such further action as may be necessary or desirable, or as Abundia may reasonably request, in order to perfect

and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their

rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(nn)

Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,

and domain names owned by RPD as of the date hereof. Schedule F lists all material licenses in favor of RPD for the use of any

patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of RPD has been duly recorded

at the United States Patent and Trademark Office and all material copyrights of RPD has been duly recorded at the United States Copyright

Office.

(oo)

None of the account debtors or other persons or entities obligated on any of the Collateral is a governmental authority covered by the

Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral.

Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership

interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon

the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the

issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Abundia’s

rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions

in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.

Defaults. The following events shall be “Events of Default”:

(a)

The occurrence of an Event of Default (as defined in the Note) under the Note;

(b)

Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

(c)

The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of notice

of such failure by or on behalf of the Secured Party unless such default is capable of cure but cannot be cured within such time frame

and such Debtor is using best efforts to cure same in a timely fashion; or

(d)

If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability

thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction

over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any Debtor has any liability

or obligation purported to be created under this Agreement.

Duty To Hold In Trust.

(a)

Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,

interest or other sums subject to the Security Interests, whether payable pursuant to the Note or otherwise, or of any check, draft,

note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party

and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction

of the Obligations.

(b)

If any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares

of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights

or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification

or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect

subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities

or otherwise), such Debtor agrees to (i) accept the same as the Secured Party; (ii) hold the same in trust on behalf of and for the benefit

of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to Abundia on or before the close

of business on the fifth business day following the receipt thereof by such Debtor, in the exact form received together with the Necessary

Endorsements, to be held by Abundia subject to the terms of this Agreement as Collateral.

Rights and Remedies Upon Default.

(a)

Upon the occurrence of any Event of Default, in each case after the lapse of any notice and cure periods and at any time thereafter,

Abundia shall have the right to exercise all of the remedies conferred hereunder and under the Note, and Abundia shall have all the rights

and remedies of a secured party under the UCC. Without limitation, Abundia shall have the following rights and powers:

(i)

Abundia shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person,

any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble the Collateral

and make it available to Abundia at places which Abundia shall reasonably select, whether at such Debtor’s premises or elsewhere,

and make available to Abundia, without rent, all of such Debtor’s respective premises and facilities for the purpose of Abundia

taking possession of, removing or putting the Collateral in saleable or disposable form.

(ii)

Upon notice to the Debtors by Abundia, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise

be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to

receive and retain, shall cease. Upon such notice, Abundia shall have the right to receive any interest, cash dividends or other payments

on the Collateral and, at the option of Abundia, to exercise in such Abundia’s discretion all voting rights pertaining thereto.

Without limiting the generality of the foregoing, Abundia shall have the right (but not the obligation) to exercise all rights with respect

to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole

discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment

concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.

(iii)

Acting in a commercially reasonable manner, Abundia shall have the right to operate the business of each Debtor using the Collateral

and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private

sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel

or parcels and at such time or times and at such place or places, and upon such terms and conditions as Abundia may deem commercially

reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice

to any Debtor or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other

transfer of Collateral, Abundia may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral

being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and

released.

(iv)

Abundia shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to

make payments directly to Abundia and to enforce the Debtors’ rights against such account debtors and obligors.

(v)

Abundia may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property

to transfer the same to Abundia or its designee.

(vi)

Abundia may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States

Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral.

(b)

Abundia shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered

adversely to affect the commercial reasonableness of any sale of the Collateral. Abundia may sell the Collateral without giving any warranties

and may specifically disclaim such warranties. If Abundia sells any of the Collateral on credit, the Debtors will only be credited with

payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have to a judicial hearing in

advance of the enforcement of any of Abundia’s rights and remedies hereunder, including, without limitation, its right following

an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

(c)

For the purpose of enabling Abundia to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or

applicable law, each Debtor hereby grants to Abundia, for the benefit of Abundia an irrevocable, nonexclusive license (exercisable without

payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual

Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to

all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation

or printout thereof.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments

made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,

storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred

in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by Abundia in enforcing its

rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations,

and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the applicable Debtor

any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay

all amounts to which the Secured Party is legally entitled, the Debtors will be liable for the deficiency, together with interest thereon,

at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable

fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, each Debtor

waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral,

unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to

further appeal) of a court of competent jurisdiction.

10.

Securities Law Provision. Each Debtor recognizes that Abundia may be limited in its ability to effect a sale to the public of

all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or

state securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more sales to

a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment

and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices and on terms less favorable

than if the Pledged Securities were sold to the public, and that Abundia has no obligation to delay the sale of any Pledged Securities

for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each Debtor shall

cooperate with Abundia in its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration

thereunder if requested by Abundia) applicable to the sale of the Pledged Securities by Abundia.

11.

Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with

any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial

releases and/or termination statements related thereto or any expenses of any searches reasonably required by Abundia. The Debtors shall

also pay all other claims and charges which in the reasonable opinion of Abundia is reasonably likely to prejudice, imperil or otherwise

affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to Abundia the amount of any and all

reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and Abundias, which Abundia may incur

in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the Security Interest

and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to Abundia the amount of any and

all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and Abundias, which Abundia may

incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from,

or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under

the Note. Until so paid, any fees payable hereunder shall be added to the principal amount of the Note and shall bear interest at the

Default Rate.

12.

Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the

Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or

its unavailability for any reason. Without limiting the generality of the foregoing, (a) Abundia (i) has no duty (either before or after

an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii)

has no obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under

each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Abundia shall not have any

obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by Abundia

of any payment relating to any of the Collateral, nor shall Abundia be obligated in any manner to perform any of the obligations of any

Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by

Abundia in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to

present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been

assigned to Abundia or to which Abundia may be entitled at any time or times.

13.

Security Interests Absolute. All rights of the Secured Party and all obligations of the Debtors hereunder, shall be absolute and

unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into

in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance

of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from

the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the

Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any

other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole

discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might

otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests

granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even

if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy.

Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the

event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final

order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency

laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event,

each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any

prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance

with the terms and provisions hereof. Each Debtor waives all right to require the Secured Party to proceed against any other person or

entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy.

Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

14.

Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Note

has been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of

the Debtors contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination

of this Agreement.

15.

Power of Attorney; Further Assurances.

(a)

On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing

and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached

hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested

by Abundia, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,

or for assuring and confirming to Abundia the grant or perfection of a perfected security interest in all the Collateral under the UCC.

(b)

Each Debtor hereby irrevocably appoints Abundia as such Debtor’s attorney-in-fact, with full authority in the place and instead

of such Debtor and in the name of such Debtor, from time to time in Abundia’s discretion, to take any action and to execute any

instrument which Abundia may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole

discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the

signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all

assets” or “all personal property” or words of like import, and ratifies all such actions taken by Abundia. This power

of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the

Obligations shall be outstanding.

16.

Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase

Agreement (as such term is defined in the Note).

17.

Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the

guarantee, endorsement or property of any other person, firm, corporation or other entity, then Abundia shall have the right, in its

sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying

or affecting any of the Secured Party’s rights and remedies hereunder.

18.

Miscellaneous.

(a)

No course of dealing between the Debtors and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part

of the Secured Party, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single

or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise

of any other right, power or privilege.

(b)

All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note or by any

other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c)

This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the

subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the

parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be

waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors and Abundia,

or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.

(d)

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

(e)

No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing

waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall

any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f)

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company

and RPD may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party

(other than by merger). The Secured Party may assign any or all of its rights under this Agreement to any Person (as defined in the Purchase

Agreement) to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with

respect to the transferred Obligations, by the provisions of this Agreement that apply to the “Secured Party.”

(g)

Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order

to carry out the provisions and purposes of this Agreement.

(h)

Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the

construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance

with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily

governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees that all proceedings concerning the interpretations,

enforcement and defense of the transactions contemplated by this Agreement and the Note (whether brought against a party hereto or its

respective affiliates, directors, officers, shareholders, partners, members, employees or Abundia) shall be commenced exclusively in

the state and federal courts sitting in New Castle County, State of Delaware. Except to the extent mandatorily governed by the jurisdiction

or situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting in New Castle County, State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby

irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby

irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising

out of or relating to this Agreement or the transactions contemplated hereby.

(i)

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all

of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by email .pdf attachment

or electronic signature, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature

is executed) the same with the same force and effect as if such email .pdf attachment or electronic signature were the original thereof.

(j)

All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Party hereunder.

(k)

Each Debtor shall indemnify, reimburse and hold harmless Abundia and their respective partners, members, managers, shareholders, officers,

directors, employees and Abundia (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”)

from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including

fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee

in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities,

damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined

by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in

limitation of, any other indemnification provision in the Note, the Purchase Agreement (as such term is defined in the Note) or any other

agreement, instrument or other document executed or delivered in connection herewith or therewith.

(l)

Nothing in this Agreement shall be construed to subject Abundia to liability as a partner in any Debtor or any if its direct or indirect

subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited liability

company, nor shall Abundia be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement,

as applicable, of any such Debtor or any of its direct or indirect subsidiaries or otherwise, unless and until the Secured Party exercises

its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.

(m)

To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,

approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance

with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance

with the terms of said documents.

[SIGNATURE

PAGES FOLLOW]

WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

RPD

TECHNOLOGIES AMERICAS, LLC

By:

/s/

Joseph Gasik

Name:

Joseph Gasik

Title:

Managing Member

ABUNDIA

FINANCIAL, LLC

By:

/s/

Joseph Gasik

Name:

Joseph Gasik

Title:

Managing Member

ABUNDIA GLOBAL IMPACT GROUP, INC.

By:

/s/

Edward Gillespie

Name:

Edward

Gillespie

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

Abundia

Global Impact Group Completes Strategic Acquisition of RPD Technologies

Strengthens

Abundia’s vertically integrated business strategy by expanding operations, capabilities and value proposition of its scalable waste-to-value

model; recognizes immediate revenue stream

HOUSTON,

TX – April 1, 2026 – Abundia Global Impact Group, Inc. (NYSE American: AGIG) (“Abundia” or the “Company”),

a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced

that it has completed the acquisition (the “Acquisition”) of RPD Technologies Americas, LLC (“RPD”), a scale-up

project development firm focused on the design, construction, operations of pilot plants and consulting services. The Acquisition

was completed and effective on April 1, 2026.

Abundia

– RPD Acquisition Strategic Highlights

● Establishes

Additional Revenue Stream and Long-term Conversion Pipeline: Adds revenue generating

business to Abundia’s financial profile with longer term realization of high-margin

economics to deliver on the Company’s commitment to drive shareholder value

● Increased

Scale and Operational Capabilities: Adds a new business vertical offering an existing

customer base, long-term opportunity pipeline and team of scale up project development and

engineering experts in refining, petrochemical and renewables that establishes this unit

as a core competency

● Expands

Vertically Integrated Waste-to-Value Model: Integrates into Abundia’s model bringing

development and scale up capabilities in-house and increases exposure to the full economic

value chain of its waste-to-value vertically integrated platform

● Strengthens

Competitive Advantage to Form a Resilient Business: Distinguishes Abundia’s market

position as a waste-to-value supply chain consolidator while strengthening and diversifying

its operations and financial performance

“We’ve

entered the second quarter with strong momentum led by the acquisition of RPD, fulfilling another meaningful milestone for Abundia,”

said Ed Gillespie, Chief Executive Officer of Abundia. “This strategic execution underscores our disciplined approach to high value

M&A opportunities that enhance our business’s ability to operate across the waste-to-value chain as a fully integrated producer

of renewable products. RPD’s services business creates diversification within Abundia’s capabilities and complements the

renewable products business. In parallel, we gain immediate top line growth from a revenue generating business with an established pipeline

of future business. Over time, we believe RPD’s long-term opportunities will grow as we relocate its operations to the Innovation

Center, currently under construction and specifically designed to cater to larger projects, positioning RPD for expansion.”

“Importantly,

by converging RPD’s capabilities and its highly skilled team with Abundia’s waste-to-value project, we unlock a valuable

cog in our current development cycle that strengthens our vertical integration strategy. Of particular focus is RPD’s proven track

record in the development and scaling of processes in the petrochemical and renewable energy industries. This new unit will organically

accelerate the company’s trajectory by assisting in the next phase of engineering the Biomass technology stack,” concluded

Mr. Gillespie.

Transaction

Overview

RPD

initiated operations in 2019 as a project developer within the energy space offering engineering and design support for the development,

scale up and commercialization of new technologies focused on refining, petrochemical and renewables. RPD’s team of approximately

twenty (20) employees and engineers augment Abundia’s business with expertise in operations, engineering, process safety and quality

control, and technical mechanics with a combined 100 + years of chemical engineering scale-up experience.

Revenue

generated by RPD will be recognized as total revenue in Abundia’s second quarter 2026 financial statements and the Securities

and Exchange Commission (the “SEC”) filings. RPD will operate as a wholly owned subsidiary of Abundia, maintaining its existing

team, customer relationships, and project pipeline, while benefiting from the integration within Abundia’s broader platform.

Abundia’s

acquisition of RPD aligns with its long-term strategic priorities reflected in the establishment of an incremental revenue-generating

core competency under its vertically integrated waste-to-value business model. Abundia will benefit from RPD’s existing pipeline

and revenue stream and favorably positions the Company to generate long-term value to shareholders. Additionally, the Acquisition demonstrates

Abundia’s disciplined and strategic M&A approach, adding a services vertical that accelerates value generation. As a unit of

Abundia, the RPD team will be well positioned to grow and expand operations, assets, and capabilities, supporting operating and revenue

growth as it scales into a larger business.

About

Abundia Global Impact Group, Inc.

Abundia

Global Impact Group, Inc. (NYSE American: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting

waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass

into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf

Coast’s energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.

For

more information, please visit www.abundiaimpact.com.

About

RPD Technologies Americas, LLC

RPD

is a project development firm focused on the design, development, scale up and commercialization of new technologies in the refining,

petrochemical and renewables space. Collectively, the RPD team accounts for over 100+ years of chemical engineering and scale up experience.

RPD’s capabilities consist of project inception and design, the construction commissioning start-up stage, experimental operations

phase, scale up analysis and modeling. A critical element of RPD’s capabilities in renewable energy is expansive experience with

the technologies and mechanics associated with the refining process of various feedstock including pyrolysis-oils, biomass, plastics

and derivatives streams, naphtha, UMO, VGO, and lipids. RPD was founded in 2019 and with headquarters in the Cedar Port Industrial Park

in Baytown, TX. To learn more, visit www.rpdtechnologies.com.

Forward-Looking

Statements

This

press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking

information”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended. Forward-looking information generally is accompanied by words such as “believe,” “may,”

“will,” “could,” “intend,” “expect,” “plan,” “predict,” “potential”

and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking

information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that

could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in

this press release includes, but is not limited to, statements about the Company’s expectations with respect to the Acquisition,

including statements regarding the benefits of the Acquisition, the implied valuation of the Company, the products offered by the Company

and the markets in which it operates, and the Company’s projected future results and market opportunities, as well as information

with respect to the Company’s future operating results and business strategy. Actual results may differ materially from those indicated

by these forward-looking statements as a result of a variety of factors, including, but not limited to: (i) risks and uncertainties impacting

the Company’s business including, risks related to its current liquidity position and the need to obtain additional financing to

support ongoing operations, the Company’s ability to continue as a going concern, the Company’s ability to maintain the listing

of its common stock on NYSE American, the Company’s ability to predict its rate of growth, and (ii) other risks as set forth from

time to time in the Company’s filings with the SEC.

Readers

are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative

purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are beyond the control of the Company.

With

respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company

considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive,

market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s

actual results, performance or achievements to be materially different from any future results, performance or achievements expressed

or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s

business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.

All

forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation

to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking

information contained herein to reflect future results, events or developments, except as required by law.

Investors:

CORE

IR@abundiaglobalimpactgroup.com

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