Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300600). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-equity- linked securities issued at a lower valuation than Series A A-1 Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The authorized and issued capital stock of the Company as of the date hereof is as disclosed in the Company’s authorized capital stockfilings that are required by the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of immediately prior 1934, as amended (the “Securities Exchange Act”) (the “SEC Reports”) to be filed with the Closing, is composed of Securities and Exchange Commission (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding“SEC”). (b) In accordance with Except as disclosed in the SEC Reports, other than: (i) Common Stock reserved for issuance under the Company’s 2023 Equity Incentive Plan stock option plans and (ii) the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsIssued Shares, there are no outstanding options, warrants, rights (including including, but not limited to, conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or other arrangements or agreements of any kind for the purchase or acquisition from the Company or its Subsidiaries, of any of their securities. Neither the offer, issuance or sale of any of, or the issuance of any of, the Issued Shares, nor the consummation of any transactions contemplated hereby, will result in a change in the price or number of any securities of the Company or its securitiesSubsidiaries authorized or issued. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock securities: (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transferlaws. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Issued Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Issued Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; providedliens, howevercharges, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or encumbrances, options, rights of first refusal that have not been properly waived or complied with. refusal, security interests, claims, mortgages, pledges, charges, easements, covenants, restrictions, (eexcept as contained herein) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocksobligations, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stockencumbrances (including, without limitation, any conditional sale or other title retention agreement or any lease in the conversion price nature thereof and any agreement to grant or to permit or suffer to exist any of the foregoing) or third party rights or equitable interests of any nature whatsoever or any Liens all of the above shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) referred to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesherein as a “Lien”. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $.001 per share, 15,904,829 shares having been of which are issued and currently outstandingoutstanding as of January 12, 2001, and 1,987,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 3,747,760 shares of which are reserved for issuance upon exercise of the Warrants and other warrants of the Company, and (ii) 1,000,000 convertible preferred stock, including 45,000 2,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $.001 per share, 400 of which 9,337 are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, 16,719.76 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is presently outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the Company’s 2023 Equity Incentive Plan (the “Plan”)issuance of securities. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list Certificate of April 28, 2023”)Designation. Other than the 22,072,575 shares reserved for issuance according to under the Company’s shareholder list of April 28Option Plans, 2023 the Warrants, the Additional Warrants and any other outstanding warrants and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares . The Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Shares Common Stock which may be issued upon exercise of the Warrants and the Additional Warrants (the "Warrant Shares") will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsrestrictions on transfer; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale consummation of the Shares transactions contemplated by this Agreement and the subsequent conversion Related Agreements will not result in acceleration or other changes in the vesting provisions or other terms of any outstanding options granted by the Company. Each subsidiary of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights Company listed on the Schedule of first refusal that have not been properly waived or complied withExceptions is wholly-owned. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized and issued capital stock, stock of the Company and each Subsidiary of the Company is as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstandingset forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 350,000,000 shares, is composed of (i) 10,000,000 which 300,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 80,390,663 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 50,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 9,337 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of the Note, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance“Charter”). When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300600). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A A-1 Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 500,000,000 shares, is composed of (i) 10,000,000 which 475,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 190,826,106 shares having been of which are issued and currently outstandingoutstanding (including the Shares), and (ii) 1,000,000 convertible 25,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.0001 per share of which 9,337 no shares have been of preferred stock are issued and are presently outstanding. (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there There are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the no shares reserved for issuance according under any stock option plans, although Company reserves the right to adopt any such lawful plan. (iii) There are 17,287,664 shares reserved for issuance upon the exercise of warrants granted by Company’s shareholder list ; these shares will be issued for cash at prices ranging from $1.00 to $5.00, but without cashless exercise rights. There are an additional 60,000,000 shares reserved for issuance upon the exercise of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there Warrants. (iv) There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements other than those set out herein, and neither the issuance of the Shares or the issuance of shares upon the exercise of the Warrants will result in a change in the price or number of any kind for the purchase or acquisition from securities of the Company of outstanding under anti-dilution or other similar provisions contained in or affecting any of its such securities. (cv) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have common stock: Have been duly authorized and validly issued and are fully paid and nonassessable, (ii) non-assessable; and were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (dvi) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof Shares or shares to be issued upon the exercise of the Warrants are as stated in Company’s Articles of Incorporation, as amended (the “Charter”), and the consummation shares to be issued upon exercise of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares Warrants have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and Company’s Charter, the Shares and shares to be issued upon exercise of the Preferred Shares Warrants will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares such securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $.001 per share, 13,510,724 shares having been of which are issued and currently outstandingoutstanding as of August 10, 2000, and 579,529 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 3,109,445 shares of which are reserved for issuance upon exercise of the Warrants and other warrants of the Company, and (ii) 1,000,000 convertible preferred stock, including 45,000 2,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $.001 per share, 400 of which 9,337 are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, 444,190 of which are issued and outstanding and which will convert into 1,332,570 Shares of Common Stock upon the effective date of the registration statement contemplated by Section 6.1(h) below, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding but up to 16,216.216 of which may be purchased hereunder and shares of Series A Junior Participating Preferred Stock, none of which is presently outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the Company’s 2023 Equity Incentive Plan (the “Plan”)issuance of securities. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list Certificate of April 28, 2023”)Designation. Other than the 3,688,974 shares reserved for issuance according to under the Company’s shareholder list Option Plans, the Warrants, other warrants and Shares issued upon conversion of April 28, 2023 the Series C Preferred Stock and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares . The Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsrestrictions on transfer; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale consummation of the Shares transactions contemplated by this Agreement and the subsequent conversion Related Agreements will not result in acceleration or other changes in the vesting provisions or other terms of any outstanding options granted by the Company. Each subsidiary of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights Company listed on the Schedule of first refusal that have not been properly waived or complied withExceptions is wholly-owned. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares Licensee has an authorized share capital of Common Stock95,000 Shares at $10.00 per Share, with 100,000 shares having which includes a total of 75,999 Shares issued as of the Effective Date, which are the sole outstanding Shares of Licensee and all of which have been issued subscribed and currently outstanding, and are registered in the name of shareholders as set forth on Schedule 11.1(b)(i) hereto. (ii) 1,000,000 Other than (A) 14,372 Shares that may be issued upon outstanding convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, term notes with an aggregate principal amount of which 9,337 shares have been issued and are presently outstanding. Five Million U.S. Dollars (b$5,000,000) In accordance with the Company’s 2023 Equity Incentive Plan (the “PlanConvertible Note”), (iB) As warrants to purchase 7,186 Shares issuable upon exercise of conversion of the execution Convertible Note (which Warrants will have an exercise price per Share equal to either one hundred five percent (105%) of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors(I) initial public offering price per Share or (II) the 30-day volume weighted average price per share of the listed company’s stock if issued in a merger following the effective time of such merger, and service providers in each case a 5-year term from the issuance date), (C) Shares that may be issued pursuant to Licensee’s Stock Incentive Plan #1 established effective as of the Company November 4, 2016, (D) 2,919 Shares that may be issuable in the future. The Company intends lieu of cash payments to provide equity incentives Equilibria Capital Management pursuant to existing officersthat certain Management and Strategic Collaboration dated effective June 1, employees2016, directors or consultantsas amended February 7, in accordance with the share quantities 2017 and conditions set forth in Exhibit D further amended August 2, 2017 and (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and E) except as may be granted issued pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company Licensee of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor Schedule 11.1(b)(iii) hereto sets for certain pro forma information regarding the calculation of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis MSK Percentage as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement. Such Schedule 11.1(b)(iii), to the Shares and knowledge of SELLAS, fairly presents the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal information set forth in the Company’s Bylaws; provided, however, that the Shares therein and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are does not and will not be subject to contain any preemptive rights or rights of first refusal that have not been properly waived or complied withmaterial misstatement. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 476,000,000 shares of Common Stock, with 100,000 3,232,429 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 24,000,000 shares that have been designated as Series A Convertible of Preferred Stock, of which 9,337 4,000,0000 shares have been are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsExceptions, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation Certificate of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockDesignation. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances of the Company other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchasers; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-equity- linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 205,000,000 shares, is composed of (i) 10,000,000 which 53,306,732 are shares of Common Stock, with 100,000 par value $0.0001 per share, 34,152,021 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 9,337 232,763 shares have been are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of the Note or Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares Note, the Warrant and the Preferred Shares Company’s Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares , and the subsequent conversion of the Shares into Preferred Shares are not and will not may be subject to any preemptive rights liens or rights of first refusal that have not been properly waived or complied with. encumbrances (eif any) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved created by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesPurchasers. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. The authorized capital stock of the Company, consists of (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 148,500,000 shares of voting Common Stock, with 100,000 35,872,557 shares having been of which are issued and outstanding, 6,623,109 shares of which are currently reserved for issuance pursuant to outstanding option agreements, and 10,241,901 shares of which are currently reserved for issuance to key employees, consultants and others affiliated with the Company pursuant to stock grant, stock purchase and/or option plans or any other stock incentive program, arrangement or agreement approved by the Company's Board of Directors, (b) 1,500,000 shares of non-voting Common Stock, of which 740,000 are issued and outstanding, and (iic) 1,000,000 convertible preferred stock40,000,000 shares of Preferred Stock, including 45,000 shares that have been par value $0.01 per share (the "Preferred Stock"), 3,222,068 of which are designated as Series A Convertible Preferred Stock, all of which 9,337 shares have been are issued and outstanding, 11,000,000 shares of which are presently designated Series B Convertible Preferred Stock, all of which are issued and outstanding. (b) In accordance with , 8,250,000 shares of which are designated Series C Convertible Preferred Stock, all of which are issued and outstanding, and 250,000 shares of which are designated Series D Convertible Preferred Stock, all of which are issued and outstanding. All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), 's Common Stock and Preferred Stock (i) As have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the execution of Shares, upon the AgreementFirst Closing, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company will be as stated in the futureCertificate. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except Except as may be granted pursuant to this Agreement and the Related Agreementsexcept as set forth above, there are no outstanding options, warrants, puts, calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from from, sale to or exchange, with the Company of or any of its securities (c) All issued and outstanding Subsidiaries of any shares of any class or series of capital stock of the Company’s Common Stock Company or any of its Subsidiaries or other restrictions on the incidents of ownership or transfer of any such shares of capital stock created by statute (other than Federal and Preferred Stock (i) state securities laws), the charter documents of the Company or any of its Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party, by which any of them is bound or of which any of them has knowledge. The Shares have been duly authorized and validly issued and are fully paid and nonassessableand, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When when issued in compliance with the provisions of this Agreement, the Shares Agreement and the Preferred Shares Certificate, will be validly issuedissued (including, without limitation, issued in compliance with applicable state and federal securities laws, assuming the accuracy of Purchasers' representations in Section 4 hereof), fully paid and nonassessable, nonassessable and will be free of any liens or encumbrances Liens (other than (i) liens and encumbrances Liens created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchasers); provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 110,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 26,195,555 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 9,337 zero shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Articles of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 200,000,000 shares of Common Stock, with 100,000 67,538,976 shares having been of which are issued and currently outstandingoutstanding (without giving effect to the Stock Split or the exercise of any option, warrant or other conversion right described in Section 3.2(c)), and (ii) 1,000,000 convertible 20,000,000 shares of preferred stock, including 45,000 shares that have been par value $0.01 per share (the Preferred Stock”), 12,916,667 of which are designated as Series A Convertible Preferred Stock, 6,250,000 of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with Under the Company’s 2023 Equity Incentive Plan equity incentive plans (the “PlanPlans”), options to purchase 12,959,970 shares have been granted and are currently outstanding and 3,365,612 shares of Common Stock remain available for future issuance. (c) Other than (i) As the outstanding Preferred Stock, (ii) the Plans, (iii) warrants outstanding as of the execution date hereof for the issuance of 4,372,965 shares of Common Stock, (iv) warrants issuable after the date hereof pursuant to the terms of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company compensatory arrangements described in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance Company’s Current Report on Form 8-K filed with the share quantities U.S. Securities and conditions set forth in Exhibit D Exchange Commission (the “Company’s shareholder list SEC”) on July 1, 2008) and (v) $6.5 million in aggregate principal amount of April 28convertible promissory notes issued in December 2006, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list former security holders of April 28Haelan Corporation, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (de) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof Shares are as stated in the Amended Charter and the consummation Certificate of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuanceDesignations. When issued in compliance with the provisions of this Agreement, the Amended Charter and/or the Certificate of Designations, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchasers; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 300,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 430,880 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 50,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, all shares of which 9,337 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding. Immediately after giving effect to the transactions contemplated by this Agreement and the Acquisition Agreement, there will be 3,753,819 shares of Common Stock issued and outstanding and 200,000 shares of Series A Preferred Stock issued and outstanding. (b) In accordance with No shares or options to purchase shares of Common Stock have been issued or granted under the Company’s 2023 2006 Equity Incentive Plan (the “Plan”), (i) As and 401,618 shares of Common Stock remain available for future issuance under the execution of the Agreement, there are 10,655 treasury shares set aside for allocation Plan to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the futureCompany. The Company intends to provide has not made any representations regarding equity incentives to existing officersany officer, employeesemployee, directors director or consultants, in accordance consultant that are inconsistent with the share quantities amounts and conditions terms set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). board minutes. (c) Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 Plan and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon on transfer. (de) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockCharter. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer and subject to a purchase option under the Related Agreements and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Preferred Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ef) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination No stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300). Howeveri) (i) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; or (ii) the issuance occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (fg) All outstanding shares of Common Stock and Preferred Stock, and all outstanding shares of Common Stock and Preferred Stock issuable upon the exercise or conversion conversion, as the case may be, of outstanding options, warrants or other exercisable or convertible securities securities, are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 28,8174 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the AgreementJune 28th 2023, there are 10,655 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April June 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April June 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (ia) 10,000,000 eighty million (80,000,000) shares of Common Stock, with 100,000 of which six million seven hundred sixty-five thousand two (6,765,002) shares having been are issued and currently outstanding, and (iib) 1,000,000 convertible preferred stock, including 45,000 twenty-five million (25,000,000) shares that have been designated as Series A Convertible of Preferred Stock, of which 9,337 one million seven hundred fifty-one thousand nine hundred eighty-five (1,751,985) shares have been are designated Series A Preferred Stock, of which one million seven hundred fifty-one thousand nine hundred eighty five (1,751,985) are issued and outstanding, of which thirteen million six hundred fifteen thousand three hundred twenty-two (13,615,322) shares are presently designated Series B Preferred Stock, of which thirteen million six hundred fifteen thousand three hundred twenty-two (13,615,322) are issued and outstanding. , and of which five million seven hundred fourteen thousand two hundred eighty-five (b5,714,285) In accordance with shares are designated Series C Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate. The Conversion Shares have been duly and validly reserved for issuance. As of the execution of the AgreementClosing, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of has been no action taken by the Company which would have required an adjustment to the Series C Conversion Price, as defined in the futureCertificate. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Except as set forth in Exhibit D (on the “Company’s shareholder list Schedule of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 Exceptions and except as may be granted pursuant to this Agreement and or the Related AgreementsInvestors' Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued . The Shares and outstanding shares of the Company’s Common Stock and Preferred Stock (i) Conversion Shares have been duly authorized and validly issued and are fully paid and nonassessableand, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When when issued in compliance with the provisions of this Agreement, the Shares Agreement and the Preferred Shares Certificate, will be validly issuedissued (including, without limitation, issued in compliance with applicable state and federal securities laws), fully paid and nonassessable, subject to no preemptive rights, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; providedPROVIDED, howeverHOWEVER, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (eb) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing The authorized capital stock of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 Jato Operating Corp. consists of eleven hundred (30% discount1,100) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, (ii) Jato Operating Two Corp. consists of one hundred (100) shares of Common Stock, and all (iii) Jato Communications Corp. of Virginia consists of one hundred (100) shares of Common Stock Stock, all of which shares are issued and Preferred Stock issuable upon the exercise or conversion outstanding and held of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following record by the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingClosing and the consummation of the transactions contemplated hereby, is composed will consist of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $.001 per share, 16,622,691 shares having been of which are issued and currently outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 22,727,492 shares of which are reserved for issuance upon exercise of the warrants issued pursuant to the Series F Preferred Stock Purchase Agreement dated January 18, 2001 and the Second Series F Preferred Stock and Warrant Purchase Agreement dated March 29, 2001 (collectively, the "Initial Series F Warrants") and other warrants of the Company, and (ii) 1,000,000 convertible preferred stock, including 45,000 2,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $.001 per share, 400 of which 9,337 are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 73,000 of which are designated Series F Preferred Stock, 45,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. The authorized capital stock of the Company immediately after the Closing, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 16,622,691 shares of which are issued and outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 43,881,426 shares of which are reserved for issuance upon exercise of the Warrants (subject to the approval and filing of an amendment to the Company's Certificate of Incorporation to increase the number of shares of Common Stock the Company is authorized to issue), warrants to purchase shares of Common Stock of the Company issued pursuant to the First Series F Purchase Agreement and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 116,000 of which are designated Series F Preferred Stock, 66,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. Except as provided in Schedule 5.3, none of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock designated by the Company may be issued at any time. All issued and outstanding shares of the Company's Common Stock and other capital stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the Company’s 2023 Equity Incentive Plan (the “Plan”)issuance of securities. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list Certificate of April 28, 2023”)Designation. Other than the 2,047,729 shares reserved for issuance according to under the Company’s shareholder list of April 28Option Plans, 2023 the Warrants, the Initial Series F Warrants and other warrants and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All . Schedule 5.3 sets forth all issued and outstanding shares options and warrants with an exercise price greater than $3.00 per share. Except as provided in Schedule 5.3, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsrestrictions on transfer; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale consummation of the Shares transactions contemplated by this Agreement and the subsequent conversion Related Agreements will not result in acceleration or other changes in the vesting provisions or other terms of any outstanding options granted by the Company. Each subsidiary of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment Company is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stocklisted on Schedule 5.2 hereto, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30each such subsidiary is wholly-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationowned.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed consists of (i) 10,000,000 75,000,000 shares, of which 70,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 21,000,000 shares having been of which are issued and currently outstanding, [and (ii) 1,000,000 convertible 5,000,000_are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, of which 9,337 2,820,000 shares have been of preferred stock are issued and are presently outstanding]. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted issued pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 8,199,750 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 33,200,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.01 per share, 17,100,000 of which 9,337 shares have been are designated Series A Preferred Stock, 15,740,285 are issued and outstanding, and 16,100,000 are presently designated Series B Preferred Stock, none of which are issued and outstanding. (b) In accordance with Under the Company’s 2023 Equity 2007 Stock Incentive Plan (the “Plan”), (i) As no shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of the execution outstanding options, (ii) options to purchase 1,906,050 shares of the AgreementCommon Stock have been granted and are currently outstanding, there are 10,655 treasury and (iii) 4,632,200 shares set aside of Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the futureCompany. The Company intends has furnished to provide the Purchasers complete and accurate copies of the Plan and forms of agreements used thereunder. The Company has not made any representations regarding equity incentives to existing officersany officer, employeesemployee, directors director or consultants, in accordance consultant that are inconsistent with the share quantities amounts and conditions terms set forth in Exhibit D (the “Company’s shareholder list board minutes. (c) Warrants to purchase 325,000 shares of April 28, 2023”). Common Stock are outstanding. (d) Warrants to purchase 1,265,990 shares of Series A Preferred Stock are outstanding. (e) Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28Plan, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cf) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock capital stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iii) with respect as to the issued and outstanding shares of the Company’s Common Stock onlyStock, are subject to a right of first refusal in favor of the Company upon transfer. (dg) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockRestated Charter. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon the Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (eh) All convertible outstanding options (and Common Stock issued upon exercise of such options) vest as follows: from twenty-five percent (25%) of the time shares vest one (1) year following the investment is made until immediately prior to vesting commencement date, with the closing remaining seventy-five percent (75%) vesting in equal quarterly installments over the next three (3) years, and, as of a business combination the Closing, no such options or shares are more than twenty five percent (25%) vested. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment or consulting services (whether actual or constructive). However; (ii) any merger, sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; or (iii) the issuance occurrence of any such additional other event or combination of events. All outstanding options and warrants to purchase shares of the Company’s capital raisingstock have been issued in compliance with all applicable federal, state, foreign or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued and transferred in accordance with any right of first refusal or similar right or limitation Known to the subject conversion price shall be; ● (i) 0.7 (30% discount) Company, including those in the Company’s certificate of incorporation and Bylaws, each as amended to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesdate. (fi) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. (j) The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. HoweverExcept as set forth in the Restated Charter, if the date on Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock. (k) The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the guidance thereunder) under which the closing price Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of our common stock equals or exceeds $12.50 per share (as adjusted for stock splitsSection 409A of the Code and the guidance thereunder. To the Knowledge of the Company, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are no payment to be released from lock up and (imade under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationCode.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 7,670 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 7,670 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special tradedspecial purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 100,000 shares of Common Stock, with 100,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 7,670.40 shares that have been designated as Series A Convertible of Preferred Stock, all of which 9,337 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding. (b) In accordance with Under the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As no shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of the execution outstanding options, (ii) no option have been granted and are currently outstanding and (iii). certain hares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the futureCompany. The Company intends to provide has not made any representations regarding equity incentives to existing officersany officer, employeesemployee, directors director or consultants, in accordance consultant that are inconsistent with the share quantities amounts and conditions terms set forth in Exhibit D (the “Company’s “initial shareholder list of April 28, 2023list”). . (c) Other than the shares reserved for issuance according to the Company’s “initial shareholder list of April 28, 2023 list” and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock [and Preferred Stock Stock] (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (de) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ef) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company goes public and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directorsfor two years thereafter. The Preferred Stock will be convertible at a conversion price per share of KRW 391,114 (USD 300). However, such conversion price will be downwardly adjusted in the event of any subsequent there is additional capital raise involving the issuance of either via common stocks, equity or another convertible preferred stocks, or any other equity-linked securities that is issued at a lower valuation than Series A Preferred Stock, that of the conversion price shall be adjustedcurrent round, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock equity or any other equity-linked securitiesanother convertible preferred. (fg) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizationspurchaser(s) for listed under Exhibit A shall not be subject to any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) is to receive freely tradable shares as soon as the remaining 50% will not be transferred, assigned, sold or released until six months after shares are registered and issued in accordance with the date of the consummation of our initial business combinationrelevant rules and regulations post public.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 205,000,000shares, is composed of (i) 10,000,000 which ­200,000,000 are shares of Common Stock, with 100,000 shares having been par value $0.001 per share, 22,301,125shares of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 5,000,000are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 9,337 no shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as stock of immediately prior to the Closing, is composed of Company consists of: (i1) 10,000,000 10,137,627 shares of Common Stock, with 100,000 par value $0.001 per share (the “Common Stock”), 1,543,283 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 1,015,017 shares that of which have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside authorized for allocation issuance to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according consultants pursuant to the Company’s shareholder list 2000 Stock Option and Restricted Stock Plan; (2) 1,230,001 shares of April 28Series A Preferred Stock, 2023 par value $0.001 per share, all of which are issued and except outstanding; (3) 2,080,000 shares of Series B Preferred Stock, par value $0.001 per share, all of which are issued and outstanding; (4) 1,075,715 shares of Series C Preferred Stock, par value $0.001 per share, all of which are issued and outstanding; and (5) 1,976,190 shares of Series D Preferred Stock, par value $.001 per share, all of which are issued and outstanding. The outstanding capital stock of the Company is held by such persons and in such classes and numbers of shares as are reflected in the capitalization table attached hereto as Exhibit F. (b) The rights, preferences, privileges and restrictions of the shares of the Company’s capital stock are as stated in the Charter. Upon amendment of the Charter as described in Section 5.3 of this Agreement, the shares of preferred stock or Common Stock purchasable upon conversion of the Notes and the shares of Common Stock purchasable upon exercise of the Warrants (collectively, the “Additional Shares”) will have been duly authorized and validly reserved for issuance. Except as may be granted pursuant to this the Company’s Third Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), and the Company’s Third Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) (the Stockholders Agreement and the Related Registration Rights Agreement being referred to herein collectively as the “Stock Agreements”), there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter (subject to the amendment referenced in Section 5.3, below), the Shares Subject Securities and the Preferred Additional Shares will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens or encumbrances other than (iexcept as provided by Section 180.0622(2)(b) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares Wisconsin Statutes and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withjudicial interpretations thereof. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s Section 2.3 of the Schedule of Exceptions sets forth (i) the number of authorized capital stockand outstanding Common Shares and (ii) the number of authorized and outstanding Preferred Shares, in each case as of the date of this Agreement (with an update to be provided prior to the Closing with such information as of immediately prior to the Closing). (b) Section 2.3 of the Schedule of Exceptions sets forth, is composed in each case as of the date of this Agreement under the Company’s Amended and Restated Stock Option Plan (the “Plan”) (i) 10,000,000 shares the number of options to purchase Common Stock, with 100,000 shares having Shares that have been issued granted and currently are outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares the number of Common Shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company (with an update to be provided prior to the Closing with such information as of immediately prior to the Closing). (c) Section 2.3 of the Schedule of Exceptions sets forth the capitalization of the Company as of the date of this Agreement including the number of shares of the following: (i) the authorized, issued and outstanding Common Shares; (ii) the Common Shares underlying issued and outstanding stock options; (iii) the Common Shares reserved for future issuance under the Plan (and the Company will include in the future. The Company intends Schedule of Exceptions to provide equity incentives be delivered at Closing the number of Common Shares reserved for future issuance under a new plan expected to existing officersbe adopted on or before the Triggering IPO); (iv) issued and outstanding Preferred Shares; (v) the Common Shares reserved for future issuance upon conversion of issued and outstanding Preferred Shares; and (vi) the Common Shares underlying issued and outstanding warrants or share purchase rights, employees, directors or consultants, in accordance if any (with an update to be provided prior to the share quantities and conditions set forth in Exhibit D (Closing with such information as of immediately prior to the “Company’s shareholder list of April 28, 2023”Closing). Other than as set forth in Section 2.3 of the shares reserved for issuance according to the Company’s shareholder list Schedule of April 28, 2023 Exceptions and except as may be granted pursuant to this Agreement and the Related AgreementsAgreement, there are no no, and at the time of the Closing there will not be any, outstanding options, warrants, rights (including conversion or preemptive rights and or rights of participation, first refusalrefusal or similar rights), proxy proxy, shareholder or stockholder agreements investor rights agreements, or agreements of any kind kind, orally or in writing, for the purchase or acquisition from the Company of any of its securities. All applicable preemptive rights have been complied with or properly waived with respect to all prior issuances of capital stock. (cd) All issued and outstanding voting shares of the Company’s Common Stock and Preferred Stock (i) Company have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfernon-assessable. (de) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the The consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the any outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuancethe Company other than pursuant to the provisions set out in the Articles of Continuance of the Company, as amended from time to time (the “Articles”). When and if issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens liens, restrictions or other encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and Purchaser, (ii) any right of first refusal restrictions set forth in this Agreement or the Company’s BylawsArticles; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer set forth in the Company’s Amended and Restated Investor Rights Agreement dated December 6, 2006 (as amended from time to time and as and if existing at the time of Closing, the “Investor Rights Agreement”) and under state and/or federal securities applicable laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The When and if the Put Option is delivered by the Company to the Purchaser, the sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and to Purchaser hereunder will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed First Closing consists of (i) 10,000,000 200,000,000 shares of common stock, par value $0.001 per share, 28,533,411 shares of which are issued and outstanding (the “Common Stock, with 100,000 shares having been issued and currently outstanding”), and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, (A) 1,000,000 of which 9,337 shares have been are designated “Series A Preferred Stock” in the Charter, as may be amended from time to time in accordance with this Agreement (the “Series A Preferred Stock”), all of which are issued and outstanding immediately prior to the First Closing; and (B) 9,000,000 of which are presently outstandingdesignated “Series B Preferred Stock”, none of which are issued and outstanding immediately prior to the First Closing. Section 3.3(a) of the Schedule of Exceptions sets forth the capitalization of the Company immediately prior to the First Closing. (b) In accordance with the Company’s 2023 Equity Incentive Plan [RESERVED]. (the “Plan”), c) Other than (i) As rights to convert the Convertible Note contemplated by Section 2.5 hereof, (ii) rights to purchase additional shares of the execution Common Stock vested in those persons and entities and determined as described in Section 3.3(c)(ii) of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisorsSchedule of Exceptions, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and iii) except as may otherwise be granted pursuant to this Agreement and the Related Series B Financing Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind kind, including agreements contingent on the occurrence of possible future events, for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof The rights, preferences, privileges and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment restrictions applicable to the outstanding shares of Preferred StockShares are as stated in the Charter. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Series B Preferred Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; provided, however, that the Series B Preferred Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under the Series B Financing Agreements, and state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest Except as follows: from set forth in Section 3.3(e) of the time the investment is made until immediately prior to the closing Schedule of a business combination Exceptions, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for mandatory acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment (whether actual or constructive). However; (ii) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; (iii) the issuance transactions contemplated hereby or (iv) the occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 7,670 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the AgreementJune 13th 2023, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A and A-1 Convertible Preferred Stock, of which 9,337 39,683.06 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300600). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-equity- linked securities issued at a lower valuation than Series A A-1 Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 7,670 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “"Plan”"), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingJune 30, is composed 2003, consists of (i) 10,000,000 i)1,000,000 shares of Common Stockpreferred stock, with 100,000 par value $1.75 per share, no shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred 95,000,000 shares of common stock, including 45,000 par value $.005 per share (the "Common Stock"), 26,858,239 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”Except as disclosed on Schedule 2.3(b), other than (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related AgreementsTransaction Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal) to subscribe to, call or commitment of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company (such Schedule 2.3 shall provide the exercise or conversion term, exercise or conversion price, vesting period, holders of such options, warrants or convertible securities and the amount granted or issued to each holder). Except as described in Schedule 2.3(b), there exists no proxy or stockholder agreements agreements, or arrangements or agreements of any kind kind, for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Note or Warrant, or the issuance of any of the Conversion Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby, will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) together with the offer and sale of all convertible securities, rights, warrants, or options of the Company, were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iii) with respect to Common Stock only, are subject to no stockholder has a right of first refusal in favor of rescission or damages against the Company upon transferwith respect thereto. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation, as amended to the date hereof and of this Agreement (the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Conversion Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances encumbrances, other than (i) liens and encumbrances those that may be created by with respect to the Purchaser or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsits property; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale , except to the extent that such restrictions shall be eliminated by virtue of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withRegistration Rights Agreement. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a1) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingInitial Closing after giving effect to the Restated Charter, is composed will consist of (i) 10,000,000 [80,932,230] shares of Common Stock, with 100,000 par value $0.001 per share, 6,934,807 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible preferred stock, including 45,000 9,677,915 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for future issuance according to employees pursuant to the Company’s shareholder list 1998 (1) Capitalization figures are current as of April 28, 2023 the date of the Master Collaboration Agreement between the Company and except as may be granted Forest Laboratories. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Agreement exhibit has been filed separately with the Commission. Stock Option Plan, 2002 Stock Incentive Plan, 2002 California Stock Incentive Plan and 2005 Stock Incentive Plan (collectively, the Related Agreements“Stock Incentive Plans”) and [63,843,741] shares of Preferred Stock, there par value $0.001 per share, 8,904,567 of which are no designated Series A Preferred Stock, all of which are issued and outstanding options7,419,355 of which are designated Series B Preferred Stock, warrantsall of which are issued and outstanding, rights 6,401,523 of which are designated Series C Stock, all of which are issued and outstanding, 12,618,296 of which are designated as Series D Stock, all of which are issued and outstanding, 20,500,000 of which are designated as Series E Stock, 19,633,531 of which are issued and outstanding, 8,000,000 of which are designated as Series F Stock, 8,000,000 of which are issued and outstanding, and [·] of which are designated as Series G Stock, none of which are issued and outstanding (including conversion or preemptive rights and rights of first refusalcollectively, the “Preferred Stock”), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) . All issued and outstanding shares of the Company’s Common Stock and Preferred Stock capital stock (ia) have been duly authorized and validly issued and issued, (b) are fully paid and nonassessablenon-assessable, and (iic) were issued offered, issued, sold and delivered in compliance with all applicable federal and state securities laws. The rights, preferences, privileges and federal laws restrictions of the United States of America with regard to Shares are as stated in the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Restated Charter. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stockbasis. The Preferred Conversion Shares have been duly and validly reserved for issuance. (a) Other than the 9,677,915 shares reserved for issuance under the Company’s Stock Incentive Plans, and except as provided in the Restated Charter and the Investors’ Rights Agreement or as set forth in the Schedule of Exceptions, (i) no subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or acquire (including conversion or preemptive rights and rights of first refusal) any shares of capital stock of the Company are authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right (including conversion or preemptive rights and rights of first refusal) or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) no stock appreciation, phantom stock or similar rights with respect to the Company are authorized or outstanding. Except as contemplated by this Agreement, the Related Agreements or in the Schedule of Exceptions, there are no agreements or proxies, written or oral, between the Company and any holder of its capital stock, or, to the best knowledge of the Company, among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company. (b) When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances (other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchasers); provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withwith on or prior to the Initial Closing. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (ec) All convertible options vest Attached as follows: from Exhibit G hereto is a true and complete list of the time securityholders of the investment is made until immediately prior to Company, showing the closing number of a business combination between shares of Common Stock, Preferred Stock or other securities of the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved held by each securityholder as of the Board date of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). Howeverthis Agreement and, in the event case of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or and other exercisable or convertible securities, the exercise price thereof and the number and type of securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationissuable thereunder.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingClosing and the consummation of the transactions contemplated hereby, is composed will consist of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $.001 per share, 16,622,691 shares having been of which are issued and currently outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 20,084,846 shares of which are reserved for issuance upon exercise of the Initial Series F Warrants and other warrants of the Company, and (ii) 1,000,000 convertible preferred stock, including 45,000 2,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $.001 per share, 400 of which 9,337 are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 65,000 of which are designated Series F Preferred Stock, 36,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. The authorized capital stock of the Company immediately after the Closing, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 16,622,691 shares of which are issued and outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 22,205,874 shares of which are reserved for issuance upon exercise of the Warrants, warrants to purchase shares of Common Stock of the Company issued pursuant to the First Series F Purchase Agreement and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 73,000 of which are designated Series F Preferred Stock, 41,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. Except as provided in Schedule 5.3, none of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock designated by the Company may be issued at any time. All issued and outstanding shares of the Company's Common Stock and other capital stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the Company’s 2023 Equity Incentive Plan (the “Plan”)issuance of securities. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list Certificate of April 28, 2023”)Designation. Other than the 24,193,603 shares reserved for issuance according to under the Company’s shareholder list of April 28Option Plans, 2023 the Warrants, the Initial Series F Warrants and other warrants and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All . Schedule 5.3 sets forth all issued and outstanding shares options and warrants with an exercise price greater than $3.00 per share. Except as provided in Schedule 5.3, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsrestrictions on transfer; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale consummation of the Shares transactions contemplated by this Agreement and the subsequent conversion Related Agreements will not result in acceleration or other changes in the vesting provisions or other terms of any outstanding options granted by the Company. Each subsidiary of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment Company is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stocklisted on Schedule 5.2 hereto, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30each such subsidiary is wholly-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationowned.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of EPXR, as of immediately prior to the Closingdate hereof consists of 60,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of EPXR Common Stock, with 100,000 par value $0.001 per share, 12,150,356 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 par value $0.001 per share of which 16,500 shares that have been designated of preferred stock are issued and outstanding. The authorized capital stock of VOXX, as Series A Convertible Preferred Stockof the date hereof consists of 50,250,000 shares, of which 9,337 50,000,000 are shares have been of VOXX Common Stock, par value $.001 per share, 6,900,000 shares of which are issued and outstanding, and 250,000 are presently shares of preferred stock, par value $.001 per share of which 0 shares of preferred stock are issued and outstanding. The authorized capital stock of each Subsidiary of EPXR (other than VOXX) is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note, the Warrant or the Option, or the issuance of any of the Note Shares, the Warrant Shares or Option Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Note Shares, the Warrant Shares and Option Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed of consists of; (i) 10,000,000 1,000,000,000 shares of Common Stock$0.001 par value, with 100,000 shares having been common stock, of which 14,804,000 were issued and currently outstandingoutstanding as of September 30, 2009, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, of which 9,337 zero (0) shares have been of preferred stock are issued and are presently outstanding. As a result of the Shares issued pursuant to Paragraph 2.2 (10,675,466) and the shares being cancelled pursuant to Paragraph 5.14 (8,500,000), post closing there will be 16,979,466 common shares, and no preferred shares issued and outstanding. (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 3.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted issued pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 3.3, neither the offer, issuance or sale of the Shares will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (div) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Articles of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance"Charter"). When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 750,000,000 shares of Common Stock, with 100,000 736,615,725 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, of which 9,337 are 64,531 shares have been are designated Series A Preferred Stock and are issued and outstanding; 200,000 shares are presently designated Series D Convertible Preferred Stock of which 78,564 shares are issued and outstanding; and 100,000 shares are designated Series C Preferred Stock of which 100,000 shares are issued and outstanding; and 68,000 shares of Series B Convertible Preferred Stock, none of which are issued and outstanding. Within three (3) months of this Agreement, the Company shall, with its best efforts, affect an increase in its authorized common stock to 5 billion shares. (b) In accordance with Under the Company’s 2023 Equity Incentive Plan (the “Plan”)2000 Stock Option plan, (i) As 6,173,750 options have been granted and are currently outstanding and (iii) 473,253 shares of the execution of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in Company. Under the futureCompany’s 2013 Omnibus Incentive Plan, (i) 3,000,000 shares have been issued to consultants and (iii) 7,000,000 shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company. The Company intends to provide has not made any representations regarding equity incentives to existing officersany officer, employeesemployee, directors director or consultants, in accordance consultant that are inconsistent with the share quantities amounts and conditions terms set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). board minutes. (c) Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock plans and except as may be granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer.. Company Initials_____ Purchaser Initials_____ (de) The rights, preferences, privileges and restrictions of the Shares are as stated in the designations. Each outstanding series of Preferred Stock Stock, except the Series B Preferred Stock, is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Conversion Shares have been will be duly and validly reserved for issuanceissuance upon the increase in the authorized Common Stock. When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ef) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination granted are fully vested. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment or consulting services (whether actual or constructive). However; (ii) any merger, in the event consolidation sale of any subsequent capital raise involving the issuance stock or assets, change of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; or (iii) the issuance occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesevent of combination of events. (fg) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingJune 4, is composed 2007 consists of (i) 10,000,000 100,000,000 shares, of which 90,000,000 are shares of Common Stock, with 100,000 par value $0.0066667 per share, 33,504,813 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.05 per share of which 9,337 310 shares have been of Series C preferred stock and 50 shares of Series E preferred stock are issued and are presently outstanding. (b) In accordance with . The authorized, issued and outstanding capital stock of each Subsidiary of the Company’s 2023 Equity Incentive Plan (the “Plan”)Company is set forth on Schedule 4.3. Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) . Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of the Note, or the issuance of any of the Note Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; . The rights, preferences, privileges and (iii) with respect to restrictions of the shares of the Common Stock only, are subject to a right as stated in the Company's Certificate of first refusal in favor of Incorporation (the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Note Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of fifteen million (i15,000,000) 10,000,000 shares of Common Stock, with 100,000 shares having been none of which is issued and currently outstanding, and eleven million two hundred thousand (ii11,200,000) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as of Series A Convertible Preferred Stock, eleven million two hundred thousand (11,200,0000) of which 9,337 shares have been are issued and are presently outstanding. , one million eight hundred thirty-five thousand (b1,835,000) In accordance with the Company’s 2023 Equity Incentive Plan shares of Series A-1 Preferred Stock, none of which is issued and outstanding, five million six hundred thousand (the “Plan”)5,600,000) shares of Series A-2 Preferred Stock, none of which is issued and outstanding, five million six hundred thousand (i5,600,000) As shares of Series A-3 Preferred Stock, none of which is issued and outstanding and one million eight hundred thirty-five thousand (1,835,000) shares of Series A-4 Preferred Stock, none of which is issued and outstanding. The rights, preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureRestated Articles. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Other than as set forth in Exhibit D (the “Company’s shareholder list Schedule of April 28Exceptions, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Financing Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, commitments or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (ca) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable, and (iiiii) were issued in compliance with all applicable state and federal Federal laws of the United States of America with regard to concerning the issuance of securities; . The rights, preferences, privileges and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor restrictions of the Company upon transfer. (d) Shares are as stated in the Restated Articles. Each outstanding series of Preferred Stock is convertible into Common Stock Conversion Shares on a one-for-one basis basis, subject to adjustment as of provided in the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockRestated Articles. The Preferred Conversion Shares have been duly and validly reserved for issuance. Except as hereinabove described, the Company has no shares of capital stock reserved for issuance. (b) When issued in compliance with the provisions of this AgreementAgreement and the Restated Articles, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessablenonassessable and will have been issued in compliance with all applicable state and Federal laws concerning the issuance of securities, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal Federal securities laws as set forth herein or in the Financing Agreements or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ec) All The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible options vest as follows: from into or exercisable for securities having the time right to vote) with the investment is made until immediately prior to the closing stockholders of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of on any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesmatter. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingEffective Date, is composed consists of (i) 10,000,000 26,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 5,713,818 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock15,734,218 shares of Preferred Stock, including 45,000 par value $0.001 per share, (1) 9,222,257 shares that have been of which are designated Series A Preferred Stock, all of which are issued and outstanding, (2) 3,720,692 shares of which are designated as Series A Convertible B-1 Preferred Stock, 3,688,902 of which 9,337 shares have been are issued and outstanding, and (3) 2,791,269 shares of which are presently designated as Series B-2 Preferred Stock (together with the Series A Preferred Stock, the “Preferred Stock”), 2,766,677 of which are issued and outstanding. (b) In accordance with Under the Company’s 2023 Equity 2004 Stock Incentive Plan (as heretofore amended, the “Plan”), immediately prior to the Effective Date, (i) As 600,000 shares of Common Stock have been issued pursuant to restricted stock purchase agreements and 1,665,296 shares of Common Stock have been issued pursuant to the execution exercise of the Agreementoutstanding options, there (ii) options to purchase 3,385,351 shares of Common Stock have been granted and are 10,655 treasury currently outstanding as listed on Exhibit D, and (iii) 705,903 shares set aside of Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D Company. (the “Company’s shareholder list of April 28, 2023”). c) Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28Plan, 2023 and except as may be granted pursuant to this Agreement Agreement, the Notes and the Related AgreementsWarrants, and as set forth on the Schedule of Exceptions, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued to the persons listed on Exhibit D hereto and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (de) Each outstanding series The shares of Preferred Stock is convertible into Common Stock on a one-for-one basis as capital stock issuable upon conversion of the date hereof Notes and the consummation exercise of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares Warrants have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreementthe Notes or the Warrants and the Company’s Second Amended and Restated Certificate of Incorporation, as amended to date (the “Restated Charter”), the Shares and shares of capital stock issuable upon conversion of the Preferred Shares Notes or exercise of the Warrants, as applicable, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon the Purchasers and or (ii) any right of first refusal as otherwise set forth in the Company’s BylawsAmended and Restated Investor Rights Agreement dated May 31, 2007 among the Company and certain stockholders of the Company (the “Investor Rights Agreement”), the Amended and Restated Right of First Refusal and Co-Sale Agreement dated May 31, 2007 among the Company and certain stockholders of the Company (the “ROFR and Co-Sale Agreement”), and the Amended and Restated Voting Agreement dated May 31, 2007 among the Company and certain stockholders of the Company (the “Voting Agreement”, and together with the Investor Rights Agreement and the ROFR and Co-Sale Agreement, the “Company Agreements”); provided, however, that the Shares and the Preferred Shares such shares of capital stock may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale of the Shares Notes and the Warrants and the subsequent conversion of the Shares Notes and exercise of the Warrants into Preferred Shares shares of capital stock of the Company are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ef) All convertible Except as otherwise noted on the Schedule of Exceptions, all options granted as of the Effective Date vest as follows: from 25% of the time shares vest one year following the investment is made until immediately prior to vesting commencement date, with the closing remaining 75% vesting in equal quarterly installments over the next three years. Except as set forth on the Schedule of a business combination Exceptions, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment or consulting services (whether actual or constructive). However; (ii) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; or (iii) the issuance occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (fg) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.005 per share, 87,969,856 shares having been of which are issued and currently outstandingoutstanding as of March 31, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding2001. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), Other than (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's Employee Stock Option Plan; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Notes or Warrants, or the issuance of any of the Conversion Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of Common Stock on a one-for-one basis are as stated in the Articles of Incorporation (the date hereof "Charter"). Upon obtaining the Approval as set forth in Section 6.17 below, the Conversion Shares and the consummation of the transactions contemplated hereunder Warrant Shares will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been be duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Notes, Warrants, Conversion Shares and Warrant Shares (sometimes collectively referred to herein as the Preferred Shares "Securities") will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.10 per share, 6,948,746 shares having been of which are issued and currently outstandingoutstanding as of September 30, 2003, and (ii) 1,000,000 convertible preferred stock, including 45,000 5,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.10 per share, 450,000 of which 9,337 shares have been are issued and are presently outstandingoutstanding on the date hereof. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), Other than (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28stock option plans, 2023 stock grant agreements and except as outstanding warrants; and (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities, except as set forth in the SEC Reports. Neither the offer, issuance or sale of any of the Preferred Stock or Warrant, or the issuance of any of the Conversion Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Amended and Restated Articles of Organization (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Conversion Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.for

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingJune 30, is composed 2003, consists of (i) 10,000,000 i)1,000,000 shares of Common Stockpreferred stock, with 100,000 par value $1.75 per share, no shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred 95,000,000 shares of common stock, including 45,000 par value $.005 per share (the “Common Stock”), 26,858,239 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”Except as disclosed on Schedule 2.3(b), other than (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related AgreementsTransaction Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal) to subscribe to, call or commitment of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company (such Schedule 2.3 shall provide the exercise or conversion term, exercise or conversion price, vesting period, holders of such options, warrants or convertible securities and the amount granted or issued to each holder). Except as described in Schedule 2.3(b), there exists no proxy or stockholder agreements agreements, or arrangements or agreements of any kind kind, for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Note or Warrant, or the issuance of any of the Conversion Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby, will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) together with the offer and sale of all convertible securities, rights, warrants, or options of the Company, were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iii) with respect to Common Stock only, are subject to no stockholder has a right of first refusal in favor of rescission or damages against the Company upon transferwith respect thereto. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation, as amended to the date hereof and of this Agreement (the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Conversion Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances encumbrances, other than (i) liens and encumbrances those that may be created by with respect to the Purchaser or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsits property; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale , except to the extent that such restrictions shall be eliminated by virtue of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withRegistration Rights Agreement. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 40,000,000 shares of Common Stock, with 100,000 (par value $0.001 per share), 4,059,701 shares having been of which are issued and currently outstanding and 30,000,000 shares of Preferred Stock (par value $0.001 per share), 14,000,000 of which are designated Series A Preferred Stock, all of which are issued and outstanding, 12,000,000 of which are designated Series B Preferred Stock, 11,200,000 shares of which are issued and outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 4,000,000 shares that have been designated as of Series A Convertible C Preferred Stock, none of which 9,337 are issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Preferred Stock (a) have been issued duly authorized and are presently outstanding. validly issued, and (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)are fully paid and non-assessable. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureRestated Charter. Each series of Preferred Stock is convertible into Common Stock on a one-for-one basis. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities Conversion Shares have been duly and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”)validly reserved for issuance. Other than the 7,400,000 shares reserved for issuance according to under the Company’s shareholder list of April 28's 1999 Equity Incentive Plan, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding . Of such reserved shares of the Company’s Common Stock and Preferred Stock Stock, (i) 3,029,701 shares have been duly authorized and validly issued and are fully paid and nonassessablepursuant to the exercise of options, (ii) were issued in compliance with all applicable state options to purchase 3,118,594 shares have been granted and federal laws of the United States of America with regard to the issuance of securities; are currently outstanding, and (iii) with respect to 1,664,205 shares of Common Stock onlyremain available for issuance to officers, are subject directors, employees and consultants pursuant to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuancesuch Equity Incentive Plan. When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (ia) 10,000,000 forty million (40,000,000) shares of Common Stock, with 100,000 of which six million two hundred fifty thousand two (6,250,002) shares having been are issued and currently outstanding, and (iib) 1,000,000 convertible preferred stock, including 45,000 nineteen million (19,000,000) shares that have been designated as Series A Convertible of Preferred Stock, of which 9,337 three million (3,000,000) shares have been are designated Series A Preferred Stock, of which one million seven hundred fifty-one thousand nine hundred eighty five (1,751,985) are issued and outstanding, and of which sixteen million (16,000,000) shares are presently designated Series B Preferred Stock, none of which are issued and outstanding. (b) In accordance with . All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate. The Conversion Shares have been duly and validly reserved for issuance. As of the execution of the AgreementFirst Closing, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of has been no action taken by the Company which would have required an adjustment to the Series B Conversion Price, as defined in the futureCertificate. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Except as set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 on Schedule 3.3 hereto and except as may be granted pursuant to this Agreement and or the Related AgreementsInvestors' Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued . The Shares and outstanding shares of the Company’s Common Stock and Preferred Stock (i) Conversion Shares have been duly authorized and validly issued and are fully paid and nonassessableand, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When when issued in compliance with the provisions of this Agreement, the Shares Agreement and the Preferred Shares Certificate, will be validly issuedissued (including, without limitation, issued in compliance with applicable state and federal securities laws), fully paid and nonassessable, subject to no preemptive rights, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; providedPROVIDED, howeverHOWEVER, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (eb) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing The authorized capital stock of a business combination between the Company and a publicly traded special purpose acquisition company Subsidiary consists of one hundred (a “SPAC”100) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, all of which are issued and all shares outstanding and held of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following record by the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (ia) 10,000,000 fifteen million (15,000,000) shares of Common Stock, with 100,000 five hundred thousand (500,000) shares having been of which are issued and currently outstanding, and eight hundred thirty-three thousand (833,000) shares of which are reserved or will be reserved in the future for issuance to key employees, consultants and others affiliated with the Company or a subsidiary thereof pursuant to stock grant, stock purchase and/or option plans or any other stock incentive program, arrangement or agreement approved by the Company's Board of Directors and (b) six million five hundred thousand (6,500,000) shares of Preferred Stock, two million (2,000,000) of which are designated Series A Preferred Stock, one million nine hundred six thousand one hundred thirty-seven (1,906,137) of which are issued and outstanding, five hundred thousand (500,000) of which are designated Series B Preferred Stock, four hundred fifty-five thousand one hundred twenty (455,120) of which are issued and outstanding, and one million five hundred thousand (1,500,000) of which are designated Series C Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) 1,000,000 convertible preferred stockare fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, including 45,000 shares that preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate. The Conversion Shares have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued duly and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares validly reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except issuance. Except as may be granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued . The Shares and outstanding shares of the Company’s Common Stock and Preferred Stock (i) Conversion Shares have been duly authorized and validly issued and are fully paid and nonassessableand, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When when issued in compliance with the provisions of this Agreement, the Shares Agreement and the Preferred Shares Restated Certificate will be validly issued, fully paid and nonassessable, nonassessable and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a the transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 105,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 41,867,660 shares having been of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, none of which 9,337 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock of the Company, immediately prior to the Closing consists of (i) 200,000,000 shares of common stock, par value $0.001 per share, 28,644,522 shares of which are issued and outstanding (the “Common Stock”), and (ii) 20,000,000 shares of Preferred Stock, par value $0.001 per share, (A) 1,000,000 of which are designated “Series A Preferred Stock” in the Charter, as may be amended from time to time in accordance with this Agreement (the “Series A Preferred Stock”), all of which are issued and outstanding immediately prior to the Closing; and (B) 13,000,000 of which are designated “Series B Preferred Stock”, is composed 9,367,840 of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, and (iioutstanding immediately prior to the Closing. Attached as Schedule 3.2(a) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, sets forth the capitalization of which 9,337 shares have been issued and are presently outstandingthe Company immediately prior to the Closing. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), Other than (i) As rights to purchase additional shares of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisorsCommon Stock vested in those persons and entities and determined as described in Schedule 3.2(b) attached hereto, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and iii) except as may otherwise be granted pursuant to this Agreement Agreement, the May 2017 SPA and any agreement related thereto (collectively the Related “Series B Financing Agreements”) , there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind kind, including agreements contingent on the occurrence of possible future events, for the purchase or acquisition from the Company of any of its securities. (c) All issued The rights, preferences, privileges and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all restrictions applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Series B Preferred Shares have been duly and validly reserved for issuanceare as stated in the Series B Certificate of Designation. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Series B Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; provided, however, that the Shares and the Series B Preferred Shares may be subject to restrictions on transfer under the Series B Financing Agreements, and state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ed) All convertible options vest Except as follows: from the time the investment is made until immediately prior to the closing of a business combination set forth in Schedule 3.2(d) attached hereto, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for mandatory acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment (whether actual or constructive). However; (ii) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; (iii) the issuance transactions contemplated hereby or (iv) the occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s As of February 15, 2002, the authorized capital stock, as stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 15,325,755 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, 3,202.14 shares of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except Except as may be granted pursuant to this Agreement and the Related Agreementsdisclosed on Schedule 3.3 hereto, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Purchased Securities, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were were, to the Company's knowledge, issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares Purchased Securities have been duly and validly reserved for issuance. When issued and paid for in compliance with the provisions of this Agreement, the Shares and the Preferred Shares Purchased Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances, except for liens or encumbrances other than (i) liens and encumbrances created placed on such securities by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; providedPROVIDED, howeverHOWEVER, that the Shares and the Preferred Shares Purchased Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock of the Company, immediately prior to the Closing consists of (i) 200,000,000 shares of common stock, par value $0.001 per share, 28,644,522 shares of which are issued and outstanding (the “Common Stock”), and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share, (A) 1,000,000 of which are designated “Series A Preferred Stock” in the Charter, as may be amended from time to time in accordance with this Agreement (the “Series A Preferred Stock”), all of which are issued and outstanding immediately prior to the Closing; and (B) 9,000,000 of which are designated “Series B Preferred Stock”, is composed 7,318,084 of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, and (iioutstanding immediately prior to the Closing. Attached as Schedule 3.2(a) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, sets forth the capitalization of which 9,337 shares have been issued and are presently outstandingthe Company immediately prior to the Closing. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), Other than (i) As rights to purchase additional shares of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisorsCommon Stock vested in those persons and entities and determined as described in Schedule 3.2(b) attached hereto, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and iii) except as may otherwise be granted pursuant to this Agreement Agreement, the May 2017 SPA and any agreement related thereto (collectively the Related “Series B Financing Agreements”) , there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind kind, including agreements contingent on the occurrence of possible future events, for the purchase or acquisition from the Company of any of its securities. (c) All issued The rights, preferences, privileges and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all restrictions applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Series B Preferred Shares have been duly and validly reserved for issuanceare as stated in the Series B Certificate of Designation. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Series B Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; provided, however, that the Shares and the Series B Preferred Shares may be subject to restrictions on transfer under the Series B Financing Agreements, and state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ed) All convertible options vest Except as follows: from the time the investment is made until immediately prior to the closing of a business combination set forth in Schedule 3.2(d) attached hereto, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for mandatory acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment (whether actual or constructive). However; (ii) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; (iii) the issuance transactions contemplated hereby or (iv) the occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of twenty million (i20,000,000) 10,000,000 shares of Common Stock, with 100,000 one million three hundred seventy-nine thousand thirty-nine (1,379,039) shares having been of which are issued and currently outstanding and one million (1,000,000) shares of which are reserved for future issuance to key employees pursuant to the Company's 1996 Stock Option Plan and five million (5,000,000) shares of Preferred Stock, of which (i) one million four hundred thousand (1,400,000) are designated Series A Preferred Stock, one million two hundred five thousand (1,205,000) of which are issued and outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been two million four hundred (2,400,000) are designated as Series A Convertible B Preferred Stock, none of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with . All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), 's Common Stock and Preferred Stock (i) As have been duly authorized and validly issued to the persons listed on Exhibit H hereto, (ii) are fully paid and nonassessable, and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureRestated Articles. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities Conversion Shares have been duly and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”)validly reserved for issuance. Other than the shares reserved for issuance according to the Company’s shareholder list of April 28as set forth on Exhibit H, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, voting agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Restated Articles, the Shares, the Warrant Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; providedPROVIDED, howeverHOWEVER, that the Shares Shares, the Warrant Shares, the Warrants and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 78,000,000 shares, is composed of (i) 10,000,000 which 75,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 29,603,750 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 200 are shares that have been designated as of Series A B Convertible Preferred Stock, par value $0.001 per share, all of which 9,337 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 45,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 19,495,924 shares having been of which are issued and currently outstandingoutstanding and 2,963,908 shares of which are reserved for future issuance to employees pursuant to the Company's 1999 Stock Incentive Plan and 10,822,369 shares of Preferred Stock, and (ii) 1,000,000 convertible preferred stock668,782 of which have been designated Series A Preferred Stock, including 45,000 shares that 2,282,684 of which have been designated as Series A Convertible B Preferred Stock and 7,870,903 of which have been designated as Series C Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan 's Common Stock and Preferred Stock (a) have been duly authorized and validly issued to the “Plan”)persons listed on Exhibit G hereto, (ib) As are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (c) The rights, preferences, privileges and restrictions of the execution of Shares and the Agreement, there Warrant Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureCertificate of Incorporation. Each series of Preferred Stock is convertible into Common Stock on a one-for-one basis subject to Adjustment (as defined in the Certificate of Incorporation). The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with Conversion Shares and the share quantities Warrant Shares have been duly and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”)validly reserved for issuance. Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreementsset forth herein, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding . Of the shares of Common Stock reserved for issuance under the Company’s Common 's 1999 Stock and Preferred Stock Incentive Plan, (i) options to purchase 1,977,000 shares have been duly authorized and validly issued granted and are fully paid currently outstanding, and nonassessable, (ii) were issued in compliance with all applicable state and federal laws 1,486,908 shares of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock onlyremain available for issuance to officers, are subject directors, employees and consultants pursuant to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred such 1999 Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuanceIncentive Plan. When issued in compliance with the provisions of this Agreement, the Certificate of Incorporation, the Notes and the Warrants, as the case may be, the Shares, the Conversion Shares and the Preferred Warrant Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares, the Conversion Shares and the Preferred Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ed) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination No stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board any holder of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, any equity securities or rights to purchase equity securities provides for acceleration or other changes in the event vesting provisions or other terms of such agreement or understanding as the result of any subsequent capital raise involving the issuance merger, consolidated sale of common stocksstock or assets, preferred stocks, change in control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (itransaction(s) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following by the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 3,002,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock50,000,000 shares of Preferred Stock, including 45,000 of which 2,000 shares that have been are designated as Series X Super Voting Preferred Stock, all of which are issued and outstanding, and 11,000 shares are designated Series A Convertible Preferred Stock, none of which 9,337 shares have been are issued and are presently outstanding. (bii) In accordance with Under the Company’s 2023 2022 Equity Incentive Plan (the “Plan”), (i) As 396,850 restricted stock units for shares of Common Stock have been issued to agents (based on an assumed per share price at the Company’s IPO of $5.00 (“Assumed IPO Price”), (ii) 40,000 options for shares of Common Stock have been granted to directors of the execution Company and are currently outstanding and (iii) 2,063,150 shares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D Company. (the “Company’s shareholder list of April 28, 2023”). iii) Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsExceptions, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. La Rxxx Holdings Corp. Debt Exchange Agreement 2 (civ) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (dv) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation Certificate of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockDesignation. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances of the Company other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsCreditor; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. The authorized capital stock of the Company (immediately prior to Closing) will consist of (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 15 million shares of Common Stock, with 100,000 of which 3,966,838 shares having been are issued and currently outstandingoutstanding and held as described on Schedule 3.3, and 2,426,997 shares of which are or will be reserved for issuance to key employees, consultants and others affiliated with the Company pursuant to BioNumerik's 1993 Stock Option Plan, 1995 Director Stock Option Plan, 2004 Stock Incentive Plan and Employee Stock Purchase Plan (the "Equity Incentive Plans"), and (iib) 1,000,000 convertible preferred stock, including 45,000 10 million shares that have been designated as Series A Convertible of Preferred Stock, $0.01 par value per share (the "Preferred Stock"), the designation, by series, and number of shares issued and outstanding of which 9,337 are set forth on Schedule 3.3; provided, however, that the foregoing capitalization will be subject to adjustment to give effect to the issuance of shares of Common Stock in connection with a contemplated initial public offering ("IPO") of Common Stock by the Company and the resulting automatic conversion of outstanding Preferred Stock in the event such initial public offering is completed before the Closing Date. All issued and outstanding shares of the Company's Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and are presently outstanding. (b) In accordance with federal securities laws. The Conversion Shares have been duly reserved for issuance. Except as set forth in the Company’s 2023 Equity Incentive Plan (the “Plan”)'s Articles of Incorporation, as amended, or on Schedule 3.3, (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no authorized or outstanding options, subscriptions, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy (ii) the Company has no obligation (contingent or stockholder agreements otherwise) to issue any options, subscriptions, warrants, rights or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. has no obligation (dcontingent or otherwise) Each outstanding series to purchase, redeem or otherwise acquire any of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuanceits securities. When issued in compliance with the provisions of this AgreementAgreement and the designations for the Series I Preferred Stock and Series J Preferred Stock, as the case may be, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, nonassessable and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided. Schedule 3.3 of the Disclosure Schedule includes a true and complete summary of the capital stock and other securities of the Company showing the number of shares of Common or Preferred Stock, howeverwarrants, that options or other securities (including convertible debt, if any). Other than the Shares Transaction Documents and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws Alliance Agreement or as set forth herein on Schedule 3.3, there are no agreements, written or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination oral, between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board any holder or prospective holder of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However's capital stock or, if to the date on which the closing price of our common stock equals Company's Knowledge, between or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for among any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date holders of the consummation Company's capital stock, relating to the acquisition, disposition, voting or registration for sale of our initial business combinationsuch capital stock, except those that will have been waived prior to Closing.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockAs of January 31, as 2001, the capitalization of immediately prior to the Closing, is composed Company consisted of the following: (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 of which (A) 63,000,738 shares having been are issued and currently outstanding, and (B) 18,222,306 shares have been reserved for issuance under the Company's Stock Option Plans (as defined below) of which (1) options to purchase 11,376,450 shares are outstanding, and (2) options to purchase 1,206,938 shares have been exercised; and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $ .0001 (the "Preferred Shares"), none of which 9,337 are issued and outstanding. Since January 31, 2000 no shares of Common Stock or Preferred Shares have been issued and are presently outstandingexcept for issuances of Common Stock under any Stock Option Plan or upon conversion of the Notes. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock 's capital stock (i) have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable, (iiiii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; securities and (iv) were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other Person. All shares of the Company's Common Stock issuable upon conversion of the Notes, the Amended Notes and the PIK Preferred Shares and upon exercise of the Warrants (i) will be duly authorized and validly issued, (ii) will be fully paid and nonassessable, (iii) will be issued in compliance with respect all applicable state and federal laws concerning the issuance of securities and (iv) will not be issued in violation of, or subject to, any preemptive subscription or other similar rights of any other Person. (c) The Company has made available to the Participating Noteholders a copy of the Company's (i) 1999 Non-Employee Directors' Stock Option Plan, (ii) 1997 Stock Option Plan, (iii) ZoneXxxxxxx.xxx, Xxc. 1996 Stock Option Plan, (iv) option agreements pursuant to which stock options have been granted outside of the plans described in clauses (i) through (iii) above and (v) 1999 Employee Stock Purchase Plan (collectively the stock option plans described in clauses (i) through (iv) are hereinafter referred to as the "Stock Option Plans"). Other than the 11,376,450 shares of Common Stock only, are subject which were reserved for future issuance to a right of first refusal in favor of the Company upon transfer.employees (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof The Amended Notes and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The PIK Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with authorized, will be delivered to the provisions Participating Noteholders (or their permitted transferees) free and clear of this Agreement, all Encumbrances (other than those placed thereon by or on behalf of the Shares Participating Noteholders (or their permitted transferees)) and the Notes and the PIK Preferred Shares will be validly issuedhave the rights, fully paid preferences, privileges and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal restrictions set forth in the Company’s Bylaws; providedNotes and Restated Certificate, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withrespectively. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 50,200,000 shares, is composed of (i) 10,000,000 which 50,100,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 43,911,886 shares having been of which are issued and currently outstanding, and 100,000 are shares of preferred stock, par capital stock of each Subsidiary of the Company is set forth on Schedule 12 (c). (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated Except as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”disclosed on Schedule 12(c), other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the under Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted issued pursuant to this Agreement and the Related Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 12(c), neither the offer, issuance or sale of any of the Notes or the Warrants, or the issuance of any of the Note Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (div) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock are as stated in Company's Certificate of Incorporation (the "Charter"). The Note Shares applicable to the Minimum Borrowing Note issued on a one-for-one basis as of the date hereof Closing Date and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Warrant Shares have been duly and validly reserved for issuance. On and after 90 days following the Closing Date, the Note Shares applicable to all Notes issued under this Agreement and the Ancillary Agreements shall be duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and Company's Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 101,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 37,876,889 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share none of which 9,337 shares have been of preferred stock are issued and are presently outstanding. (b) In accordance with . The authorized, issued and outstanding capital stock of each Subsidiary of the Company’s 2023 Equity Incentive Plan (the “Plan”)Company is set forth on Schedule 4.3. Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) . Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Notes or the Warrants, or the issuance of any of Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, non-assessable; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; . The rights, preferences, privileges and (iii) with respect to restrictions of the shares of the Common Stock only, are subject to a right as stated in the Company’s Certificate of first refusal in favor of Incorporation (the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessablenon-assessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed of consists of: (i) 10,000,000 73,050,000 shares of Common Stock, with 100,000 par value $0.001 per share, of which 3,131,250 shares having been are issued and currently outstandingoutstanding and an aggregate of 8,366,095 shares are reserved for future issuance pursuant to the NuPathe Inc. 2005 Equity Compensation Plan, as amended (the “Company Equity Incentive Plan”), and (ii) 1,000,000 convertible 53,967,262 shares of preferred stock, including 45,000 shares that have been par value $0.001 per share (the “Preferred Stock”), 17,056,914 of which are designated as Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), 16,922,506 of which 9,337 shares have been are issued and outstanding, and 36,910,348 of which are presently designated Series B Preferred Stock, 36,173,834 of which are issued and outstanding. (b) In accordance with ; and immediately prior to the Closing, all issued and outstanding shares of the Company’s 2023 Equity Incentive Plan Common Stock, Series A Preferred Stock and Series B Preferred Stock (1) have been duly authorized and validly issued to the “Plan”)persons listed on Exhibit E-1 hereto in the amounts set forth thereon, (i2) As are fully paid and nonassessable, and (3) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. When issued in compliance with this Agreement, the Notes, the Warrants and the Certificate, the Securities will be, except as set forth on Schedule 3.3, free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Purchasers; provided, however, that the Shares, the Warrant Shares, the Conversion Shares and the Warrant Conversion Shares may be subject to restrictions on transfer under the Related Agreements (as defined below) and state and/or federal securities laws. The Shares and the Conversion Shares have been duly and validly reserved for issuance. The rights, preferences, privileges and restrictions of the execution of Series B Preferred Stock and the Agreement, there Common Stock are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureCertificate. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Except as set forth in Exhibit D (the “Company’s shareholder list of April 28on Schedule 3.3, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or other agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued . Except as set forth on Schedule 3.3 and outstanding shares except as may be granted pursuant to the Related Agreements, there are no proxies, stockholder agreements or any other agreements between the Company and any stockholder of the Company or, to the Company’s Knowledge, between any stockholders of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws related to the capital stock of the United States of America with regard Company, including agreements relating to the issuance voting of securities; the capital stock of the Company. Except as set forth in the Company Equity Incentive Plan or on Schedule 3.3, no stock plan, stock purchase agreement, stock option agreement or other equity-based agreement or understanding between the Company and (iii) with respect any holder of any equity securities or rights to Common Stock onlypurchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, are subject to a right consolidation, sale of first refusal stock or assets, change in favor control or other similar transaction by the Company. The total outstanding capital stock of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one fully diluted basis immediately following the Closing on a pro forma basis will be as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stockset forth as Exhibit E-2. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions For purposes of this Agreement, “Related Agreements” means the Shares Amended and the Preferred Shares will be validly issuedRestated Investor Rights Agreement, fully paid dated as of July 8, 2008, by and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between among the Company and a publicly traded special purpose acquisition company the other parties named therein (a the “SPACInvestor Rights Agreement”) approved and the Amended and Restated Stockholders Agreement, dated as of July 8, 2008, by and among the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of Company and the other parties named therein (USD 300the “Stockholders Agreement”). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 3,002,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock50,000,000 shares of Preferred Stock, including 45,000 of which 2,000 shares that have been are designated as Series X Super Voting Preferred Stock, all of which are issued and outstanding, and 11,000 shares are designated Series A Convertible Preferred Stock, none of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with Under the Company’s 2023 2022 Equity Incentive Plan (the “Plan”), (i) As 396,850 restricted stock units for shares of Common Stock have been issued to agents (based on an assumed per share price at the Company’s IPO of $5.00 (“Assumed IPO Price”), (ii) 40,000 options for shares of Common Stock have been granted to directors of the execution Company and are currently outstanding and (iii) 2,063,150 shares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D Company. (the “Company’s shareholder list of April 28, 2023”). c) Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsExceptions, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (de) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation Certificate of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockDesignation. The Preferred Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances of the Company other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchasers; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than La Rxxx Holdings Corp. Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.Purchase Agreement

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares The authorized and issued capital stock of the Company and of each Subsidiary as of the date hereof is described on Schedule 3.2(i) annexed hereto. (ii) Except as disclosed in Schedule 3.2(i), other than: (i) Common Stock, with 100,000 shares having been issued and currently outstanding, Stock reserved for issuance under the Company’s stock option plans and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsWarrants, there are no outstanding options, warrants, rights (including including, but not limited to, conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or other arrangements or agreements of any kind for the purchase or acquisition from the Company or its Subsidiaries, of any of its their securities (c) All issued and outstanding shares . Except as disclosed in Schedule 3.2, neither the offer, issuance or sale of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessableany of, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to or the issuance of any of, the Warrants or the Warrant Shares, nor the consummation of any transactions contemplated hereby, will result in a change in the price or number of any securities of the Company or its Subsidiaries authorized or issued under anti-dilution or other similar provisions contained in or affecting any such securities; and . (iii) with respect to Common Stock onlyExcept as disclosed in Schedule 3.2(iii) annexed hereto, are subject to a right of first refusal in favor the issuance of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and Warrants will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (eiv) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing issued and outstanding securities of a business combination between the Company and a publicly traded special purpose acquisition company its Subsidiaries (a “SPAC”i) approved by have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws. (v) The Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the Board provisions of Directors. The Preferred Stock the Warrants, the Warrant Shares will be convertible at a conversion price per share of (USD 300). Howevervalidly issued, in the event fully paid and nonassessable, and will be free of any subsequent capital raise involving the issuance liens, charges, encumbrances, options, rights of common stocksfirst refusal, preferred stockssecurity interests, claims, liens, mortgages, pledges, charges, easements, covenants, restrictions, (except as contained herein) obligations, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stockencumbrances (including, without limitation, any conditional sale or other title retention agreement or any lease in the conversion price shall be adjusted, following nature thereof and any agreement to grant or to permit or suffer to exist any of the issuance foregoing) or third party rights or equitable interests of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securitiesnature whatsoever. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingClosing and the consummation of the transactions contemplated hereby, is composed will consist of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $.001 per share, 16,622,691 shares having been of which are issued and currently outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 22,727,492 shares of which are reserved for issuance upon exercise of the warrants issued pursuant to the Series F Preferred Stock Purchase Agreement dated January 18, 2001 and the Second Series F Preferred Stock and Warrant Purchase Agreement dated March 29, 2001 (collectively, the "Initial Series F Warrants") and other warrants of the Company, and (ii) 1,000,000 convertible preferred stock, including 45,000 2,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $.001 per share, 400 of which 9,337 are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 73,000 of which are designated Series F Preferred Stock, 45,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. The authorized capital stock of the Company 4 immediately after the Closing, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 16,622,691 shares of which are issued and outstanding, and 2,047,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 43,881,426 shares of which are reserved for issuance upon exercise of the Warrants (subject to the approval and filing of an amendment to the Company's Certificate of Incorporation to increase the number of shares of Common Stock the Company is authorized to issue), warrants to purchase shares of Common Stock of the Company issued pursuant to the First Series F Purchase Agreement and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 116,000 of which are designated Series F Preferred Stock, 66,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. Except as provided in Schedule 5.3, none of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock designated by the Company may be issued at any time. All issued and outstanding shares of the Company's Common Stock and other capital stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the Company’s 2023 Equity Incentive Plan (the “Plan”)issuance of securities. The rights, (i) As preferences, privileges and restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list Certificate of April 28, 2023”)Designation. Other than the 2,047,729 shares reserved for issuance according to under the Company’s shareholder list of April 28Option Plans, 2023 the Warrants, the Initial Series F Warrants and other warrants and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All . Schedule 5.3 sets forth all issued and outstanding shares options and warrants with an exercise price greater than $3.00 per share. Except as provided in Schedule 5.3, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsrestrictions on transfer; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedlaws. The sale consummation of the Shares transactions contemplated by this Agreement and the subsequent conversion Related Agreements will not result in acceleration or other changes in the vesting provisions or other terms of any outstanding options granted by the Company. Each subsidiary of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment Company is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stocklisted on Schedule 5.2 hereto, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30each such subsidiary is wholly-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationowned.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed of consists of: (i) 10,000,000 shares of 108,491,470 Class A Common Stock, with 100,000 shares having been issued and currently Shares outstanding, and plus (ii) 1,000,000 10,960,526 additional shares upon conversion of convertible preferred stockdebentures and notes, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with would reduce the Company’s 2023 Equity Incentive Plan debt by $0.4 million (the “Plan”)plus another 4,705,882 that could be issued, subject to a dispute with two convertible debenture holders) , plus (iiii) As 29,174,369 additional shares upon exercise of the execution warrants and options, plus (iv) approximately 16,000,000 additional shares if management elects to covert its $1,899,816 of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according debt to the Company’s shareholder list . Upon consummation of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from and sale of the Company of any of its securities (c) All Securities contemplated by this Agreement, all issued and outstanding shares of the Company’s Common Stock and Preferred Stock Shares issued pursuant to this Agreement will be: (ia) have been duly authorized and authorized, validly issued and are issued, fully paid and nonassessable, (iib) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; , and (iiic) with respect to Common Stock only, are subject to a right free of first refusal in favor any liens or encumbrances other than liens and encumbrances created by or imposed upon the Purchasers. The issuance and sale of the Securities will not obligate the Company upon transfer. to issue shares of Common Shares or other securities to any Person (d) Each outstanding series other than the Securities and the Company’s obligation to issue to the Placement Agent warrants representing the right to purchase an aggregate of Preferred Stock is convertible into Common Stock on a one-for-one basis as 12.5% of the date hereof number of Shares issued pursuant to this Agreement) and the consummation of the transactions contemplated hereunder will not result in a right of any anti-dilution adjustment holder of Company securities to adjust the exercise, conversion, exchange or other similar adjustment to reset price under such securities. All of the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with capital stock of the provisions of this Agreement, the Shares and the Preferred Shares will be Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and will be free state securities laws, and none of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right such outstanding shares was issued in violation of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any stockholder, the Board of DirectorsDirectors of the Company or others is required for the issuance and sale of the Securities. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, Except as described in the event of any subsequent capital raise involving the issuance of common stocksSEC Reports, preferred stocksthere are no stockholders agreements, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants voting agreements or other exercisable or convertible securities are subject similar agreements with respect to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on capital stock to which the closing price Company is a party or, to the knowledge of our common stock equals the Company, between or exceeds $12.50 per share (as adjusted for stock splitsamong any of the Company’s stockholders. A complete list of stockholders of the Company that are officers, stock dividends, reorganizations directors and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50individuals holding more than 5% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after outstanding Common Shares is included in the date of the consummation of our initial business combinationSEC Reports.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, stock of the Company as of immediately prior to the Closing, is composed date hereof consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 no par value per share, 45,125,404 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stockincluding 1,150,000 shares reserved for settlement of a law suit described in Schedule 4.3. The authorized, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstandingoutstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or either of the Warrants, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation as amended through the date hereof and (the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 205,000,000 shares, is composed of (i) 10,000,000 which 200,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 20,000,000] shares having been of which are issued and currently outstanding, and 5,000,000 are shares of preferred stock, par value $0.01 per share, of which [21,590] are issued and outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 9(c). (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated Except as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”disclosed on Schedule 9(c), other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the under Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares issued or which may be granted issued pursuant to this Agreement and the Related Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 9(c), neither the offer, issuance or sale of any of the Note or any Warrants, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (div) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, stock of the Company as of immediately prior following the Closing after giving effect to the Closing, is composed transactions contemplated by this Agreement consists of (iA) 100,000,000 shares of common stock, par value $0.00001 per share (“Common Stock”), of which 48,091,047 are issued and outstanding; (B) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible “blank check” preferred stock, including 45,000 par value $0.00001 per share (the “Preferred Stock”), of which (i) 10,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), of which 9,337 all shares have been are issued and are presently outstanding. (b) In accordance with outstanding and held by Bxxxx Xxxxxxx, the Company’s 2023 Chief Executive Officer and Chairman of the Board and (ii) 1,000 shares of Series B Preferred Stock, all of which all shares will be issued and outstanding and held by the Investor as of the Closing Date. Under the Company’s 2021 Equity Incentive Plan (the “Plan”), (i) As 2,879,500 options to purchase shares of the execution Common Stock have been granted, and (ii) 1,620,500 shares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cb) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (dc) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and Shares are as stated in the consummation Certificate of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockDesignation. The Preferred Conversion Shares have been duly and validly reserved for issuanceissuance upon the conversion of the Shares pursuant to the terms and conditions of the Certificate of Designation. When issued in compliance with the provisions of this AgreementAgreement and the Certificate of Designation, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock of the Company, immediately prior to the Closing consists of (i) 200,000,000 shares of common stock, par value $0.001 per share, 28,644,522 shares of which are issued and outstanding (the “Common Stock”), and (ii) 20,000,000 shares of Preferred Stock, par value $0.001 per share, (A) 1,000,000 of which are designated “Series A Preferred Stock” in the Charter, as may be amended from time to time in accordance with this Agreement (the “Series A Preferred Stock”), all of which are issued and outstanding immediately prior to the Closing; and (B) 13,000,000 of which are designated “Series B Preferred Stock”, is composed 10,292,230 of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, and (iioutstanding immediately prior to the Closing. Attached as Schedule 3.2(a) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, sets forth the capitalization of which 9,337 shares have been issued and are presently outstandingthe Company immediately prior to the Closing. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), Other than (i) As rights to purchase additional shares of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisorsCommon Stock vested in those persons and entities and determined as described in Schedule 3.2(b) attached hereto, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and iii) except as may otherwise be granted pursuant to this Agreement Agreement, the May 2017 SPA and any agreement related thereto (collectively the Related “Series B Financing Agreements”) , there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind kind, including agreements contingent on the occurrence of possible future events, for the purchase or acquisition from the Company of any of its securities. (c) All issued The rights, preferences, privileges and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all restrictions applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Series B Preferred Shares have been duly and validly reserved for issuanceare as stated in the Series B Certificate of Designation. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Series B Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsPurchaser; provided, however, that the Shares and the Series B Preferred Shares may be subject to restrictions on transfer under the Series B Financing Agreements, and state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (ed) All convertible options vest Except as follows: from the time the investment is made until immediately prior to the closing of a business combination set forth in Schedule 3.2(d) attached hereto, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by any holder of any equity securities or rights to purchase equity securities provides for mandatory acceleration or other changes in the Board vesting provisions or other terms of Directors. The Preferred Stock will be convertible at a conversion price per share such agreement or understanding as the result of (USD 300i) termination of employment (whether actual or constructive). However; (ii) any merger, consolidated sale of stock or assets, change in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, transaction(s) by the conversion price shall be adjusted, following Company; (iii) the issuance transactions contemplated hereby or (iv) the occurrence of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock other event or any other equity-linked securitiescombination of events. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of fifty million (i50,000,000) 10,000,000 shares of Common Stock, with 100,000 twenty-two million three hundred four thousand five hundred eight-six (22,304,586) shares having been of which are issued and currently outstanding and five million thirteen thousand two hundred eighty-six (5,013,286) shares of which are reserved for future issuance to employees pursuant to outstanding options under the Company's 1996 Equity Incentive Plan, forty three thousand (43,000) shares upon the exercise of certain warrants to purchase Common Stock of the Company, and ten million (10,000,000) shares of Preferred Stock, seven million five hundred thousand (7,500,000) of which are designated Series A Preferred Stock, four million, nine hundred sixty one thousand five hundred thirty (4,961,530) shares of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued (b) are fully paid and nonassessable, and (iic) 1,000,000 convertible preferred stockwere issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpreferences, of which 9,337 shares have been issued privileges and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As restrictions of the execution of the Agreement, there Shares are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company as stated in the futureRestated Charter. The Company intends Subject to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions adjustment as set forth in Exhibit D (the “Company’s shareholder list Restated Charter, each series of April 28, 2023”)Preferred Stock is convertible into Common Stock on a one-for-one basis. The Conversion Shares have been duly and validly reserved for issuance. Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28's 1996 Equity Incentive Plan, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the issuance by the Company or purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 25,000,000 shares of Common StockStock of which, with 100,000 shares having been as of the date hereof, 10,708,335 are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible preferred stock500,000 shares of Preferred Stock, including 45,000 no par value, of which (A) 250,000 shares that have been designated as Series A Convertible Participating Preferred Stock, of which 9,337 shares have been issued Stock and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according upon the exercise of the Rights distributed to the Company’s shareholder list holders of April 28, 2023 and except as may be granted the Common Stock pursuant to this the Rights Agreement and (B) none of which are issued and outstanding as of the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) date hereof. All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessablenon-assessable, (iiiii) were issued in compliance with all applicable federal and state and federal laws of the United States of America with regard to Laws concerning the issuance of securities; securities and (iiiiv) with respect to Common Stock only, are subject to a right free of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as preemptive rights. As of the date hereof hereof, (i) 1,800,709 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options issued to directors, officers, employees and consultants pursuant to the Stock Option Plans (the "Company Stock Options") and (ii) 200,000 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of warrants (the "Warrants"), consisting of (A) the Warrant to Purchase 100,000 Shares, exercisable until November 7, 1999 at an exercise price of $5.00, issued to Foothill Capital Corporation and (B) the Warrant to Purchase 100,000 Shares, exercisable until December 31, 2001 at an exercise price of $6.50, issued to INK (AL) QRS 12-21, Inc. Except as and to the extent publicly disclosed by the Company in the Company SEC Reports (as hereinafter defined), since October 2, 1998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date, and no Company Stock Options have been granted. Except as set forth on Section 4.2 of the Disclosure Schedule, the execution and delivery of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereunder hereby and thereby will not result cause any outstanding Company Stock Options or Warrants to become exercisable. Except as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company; (iii) except for the Rights Agreement, no options or other rights to acquire from the Company or any of its subsidiaries, and no obligations of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company; and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any anti-dilution adjustment of its subsidiaries or other similar adjustment rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions capital stock of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 200,000,000 shares of Common Stock, with 100,000 6,726,678 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, none of which 9,337 shares have been are issued and are presently outstanding. (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities, other than a warrant to purchase 20,584 shares of Common Stock held by Xxxxxxx Xxxxxxxx and a warrant to purchase 11,083 shares of Common Stock held by Westpark Capital Inc. (ciii) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (div) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof Shares are as stated in the Company’s Articles of Incorporation and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuanceherein. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Articles of Incorporation, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsXencor; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale issuance of the Shares and the subsequent conversion of the Shares into Preferred Shares are is not and will not be subject to any preemptive rights, antidilution rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (fv) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationthe Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act of 1933, as amended (the “Initial Offering”).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company consists of: (A) 20,000,000 shares of Common Stock, par value $.00001 per share, of which, as of immediately March 31, 2002 (the "Reference Date"), (i) 14,273,951 shares are issued and outstanding, (ii) 1,188,025 shares are subject to outstanding options, (iii) 173,250 shares are reserved for future issuance to employees, directors and consultants pursuant to the Company's stock option plans, (iv) 1,487,500 shares are subject to outstanding warrants, and (v) 1,072,238 shares are issuable upon conversion of outstanding convertible promissory notes; and (B) 5,000,000 shares of Preferred Stock, par value $.00001 per share, of which (i) 350,000 shares are designated Series A Preferred Stock, no shares of which are issued and outstanding as of the Reference Date, (ii) 250,000 shares are designated Series B Preferred Stock, no shares of which are issued and outstanding as of the Reference Date, (iii) 300,000 shares are designated as Series C Preferred Stock, 10,000 shares of which are issued and outstanding as of the Reference Date and are convertible into 39,042 shares of Common Stock as of the Reference Date, and (iv) 250,000 shares are designated Series D Preferred Stock, none of which, prior to the Closing, is composed are issued and outstanding. All issued and outstanding shares of the Company's Common Stock (ia) 10,000,000 have been duly authorized and validly issued, and (b) are fully paid and nonassessable. The rights, preferences, privileges and restrictions of the Shares are as stated in the Charter 1,138,889 shares of Common Stock, with 100,000 shares having Stock have been issued duly and currently outstandingvalidly reserved for issuance as Conversion Shares, and (ii) 1,000,000 convertible preferred stockthe Company will take all reasonable measures to ensure that, including 45,000 at all times, a sufficient number of shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued its Common Stock are reserved for issuance upon conversion of the Shares and are presently outstanding. (b) In accordance with exercise of the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) Warrants. As of the execution of the AgreementReference Date, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other other than the shares reserved for issuance according to of capital stock issuable upon exercise or conversion of the Company’s shareholder list of April 28foregoing outstanding options, 2023 warrants and convertible securities, and except as may be granted pursuant to this Agreement and or the Related AgreementsWarrants, there are no outstanding options, warrants, rights (including conversion conversion, anti-dilution or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares Securities and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 4,997 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300600). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-equity- linked securities issued at a lower valuation than Series A A-1 Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination. The management is also considering not applying lock to shareholders who own a small amount of shares, typically less than US one million dollars worth.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Initial Closing, is composed consists of (i) 10,000,000 150,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 61,163,381 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, 3,500 of which 9,337 are designated Series A Preferred Stock, 710 shares have been of which are issued and are presently outstanding. (b) In accordance with Under the Company’s 2023 Equity Incentive 's Employee Stock Option Plan (the “Plan”"PLAN"), (i) As no shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of the execution outstanding options, (ii) options to purchase 5,825,000 shares have been granted and are currently outstanding (as listed on Exhibit E), and (iii) 3,100,000 shares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employees, consultants, advisors, employees and service providers consultants of the Company. (c) The Company's has issued to members of the board of directors of the Company in warrants to purchase 6,225,000 shares of the futureCompany's Common Stock. (d) The convertible notes issued by the Company on June 3, 1999, which notes were convertible into shares of the Company's Common Stock, have all been so converted into shares of Common Stock pursuant to their terms and there are no notes outstanding which can be converted into shares of Common Stock or other equity of the Company. The Company intends to provide equity incentives to existing officersdetachable warrants for the purchase of 12,500,000 shares of the Company's Common Stock, employees, directors or consultants, issued in accordance connection with the share quantities convertible notes, have been cancelled and conditions set forth in Exhibit D there are no continuing obligations outstanding under such warrants. (the “Company’s shareholder list of April 28, 2023”). e) Other than (i) the shares reserved for issuance according under the Plan; (ii) the warrants issued to members of the board of directors to purchase the Company’s shareholder list 's Common Stock as set forth in Section 5.3(c) hereto; (iii) those shares of April 28, 2023 Common Stock which may be issued upon conversion of the 710 shares of Series A Preferred Stock; and except as (iv) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Notes or Warrants, or the issuance of any of the Conversion Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (cf) All issued and outstanding shares of the Company’s 's Common Stock and Series A Preferred Stock (to the extent Series A Preferred Stock has been issued) (i) have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (dg) Each outstanding series The rights, preferences, privileges and restrictions of the shares of Series A Preferred Stock is convertible into and the Common Stock on a one-for-one basis are as stated in the Amended Articles of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"AMENDED CHARTER"). The Preferred Conversion Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Amended Charter, the Notes, Warrants, Conversion Shares and Warrant Shares (sometimes collectively referred to herein as the Preferred Shares "SECURITIES") will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (eh) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination No stock plan, stock purchase, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board any holder of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, any equity securities or rights to purchase equity securities provides for acceleration or other changes in the event vesting provisions or other terms of such agreement or understanding as the result of any subsequent capital raise involving the issuance merger, consolidated sale of common stocksstock or assets, preferred stocks, change in control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stocktransaction(s) by the Company, including the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● transactions contemplated hereunder. (i) 0.7 (30% discount) The provisions of NSR 78.378 to any future capital raise either via common equity78.3793, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stockinclusive, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation Nevada Revised Statutes, do not apply to the purchase of our initial business combinationany Securities by the Purchasers, or to, or as a result of, any of the matters or actions contemplated in this Agreement or in any of the Related Agreements. The Company is not an "issuing corporation" as such term is defined in NRS 78.3788 of the Nevada Revised Statutes.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed of will consist of: (i) 10,000,000 [16,000,000] shares of Common Stock, with 100,000 (par value $0.001 per share), [7,460,917] shares having been of which are issued and currently outstanding, outstanding and [1,500,000] shares of which are reserved for future issuance to employees and consultants; and (ii) 1,000,000 convertible preferred stock, including 45,000 [6,477,500] shares that have been designated as Series A Convertible of Preferred StockStock (par value $0.001 per share), of which 9,337 [3,352,500] are designated “Series A Preferred Stock,” [3,352,500] of which are issued and outstanding and [3,125,000] of which are designated “Series B Preferred Stock,” none of which are issued and outstanding. All issued and outstanding shares of the Company’s capital stock (a) have been issued duly authorized and are presently outstanding. validly issued, (b) In accordance with were, at the time of issuance, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws, (c) are fully paid and nonassessable and (d) are held of record by the persons, and in the amounts indicated on Exhibit F attached hereto. All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As Common Stock are subject to a right of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers first refusal in favor of the Company in the future. The Company intends to provide equity incentives to existing officersupon certain proposed transfers, employees, directors or consultants, in accordance with the share quantities and conditions as more fully set forth in Exhibit D (the “Company’s shareholder list bylaws. The rights, preferences, privileges and restrictions of April 28, 2023”)the Shares are as stated in the Restated Charter. The Conversion Shares have been duly and validly reserved for issuance. Other than the shares reserved for issuance according to the Company’s shareholder list of April 28employees and consultants, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, the Restated Charter or the by-laws of the Company, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All . When issued in compliance with the provisions of this Agreement and outstanding shares of the Company’s Common Stock Restated Charter, the Shares and Preferred Stock (i) have been duly authorized and the Conversion Shares will be validly issued and are issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer set forth in the Company’s by-laws or under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. Under the Company’s 2004 Equity Incentive Plan (iithe “Plan”), (a) were [7,500] shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (b) options to purchase [881,000] shares have been granted and are currently outstanding (as listed on Exhibit F), and (c) [611,500] shares of Common Stock remain available for options to be granted in compliance with all applicable state the future to officers, directors, employees and federal laws consultants of the United States Company. All options granted and Common Stock issued vest as follows: (a) 12.5% of America such stock shall vest at the end of the six months following the earlier of the date of issuance or such person’s services commencement date with regard to the issuance of securities; Company, and (iiib) with respect to Common Stock only87.5% of such stock shall vest on a monthly basis over the 42 months thereafter. No stock plan, are subject to a right of first refusal in favor of stock purchase, stock option or other agreement or understanding between the Company upon transfer. and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (da) termination of employment or consulting services (whether actual or constructive), (b) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company, or (c) the occurrence of any other event or combination of events. The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth in the Company’s board minutes. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 One Hundred Million (100,000,000) shares of Class A Common Stock, with 100,000 34,805,065 shares having been of which are issued and currently outstanding, (ii) Two Million (2,000,000) shares of Class B Common Stock, 2,000,000 of which are issued and outstanding, and Five Million (ii5,000,000) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible of Preferred Stock, none of which 9,337 shares have been are issued and outstanding. There are presently no other shares of capital stock, options or other securities of the Company outstanding. (b) In accordance with The DMS Shares being transferred to Global at the Closing constitute 82% of the 34,805,065 shares outstanding. The Settlement Shares are entitled to an aggregate of 228,523,400 votes, constituting 97% of the total shareholder votes of the Company’s 2023 Equity Incentive Plan . (the “Plan”), (ic) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), preferred or other stock, stock purchase agreements, subscription agreements, convertible debt instruments, contracts or any other instruments or securities of any kind which can be converted into or exercised to obtain or which otherwise provide for the grant, sale or issuance of any shares of capital stock of the Company or other securities of the Company, and there are no proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securitiesagreements. (cd) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued issued, and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination No stock plan, stock purchase plan, stock option or other agreement or understanding between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board any holder of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, any equity securities or rights to purchase equity securities provides for acceleration or other changes in the event vesting provisions or other terms of such agreement or understanding as the result of any subsequent capital raise involving the issuance merger, consolidated sale of common stocksstock or assets, preferred stocks, change in control or any other equity-linked securities issued at a lower valuation than Series A Preferred Stocktransaction(s) by the Company, including the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. transactions contemplated in this Agreement. (f) All outstanding Attached as Schedule 3.3(f) is a true and complete list of the names and addresses of all persons (other than Xxxxxx, Xxxxxxxx and Xxxxxxx) to whom the Company issued shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. HoweverXxxxXxxxx.xxx, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combinationLtd merger.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible 8,000,000 shares of preferred stock, including 45,000 no par value per share, of which no shares that are outstanding but of which 1,200,000 shares have been designated as Series A Convertible Preferred StockShares and reserved for issuance upon exercise of the Rights (as defined in the Rights Agreement (as defined below)) distributed to the holders of Common Stock pursuant to the Rights Agreement dated as of December 3, 1991 (the "RIGHTS AGREEMENT") between the Company and The First National Bank of which 9,337 Boston, as Rights Agent). There are (i) 158,682,304 shares have been of Common Stock issued and are presently outstanding. outstanding (b) In accordance with not including 5,922,807 shares held in the treasury of the Company’s 2023 Equity , but including 7,059,825 shares held in the Company's Employee Stock Ownership Plan (the "ESOP") and 2,303,844 shares held in a grantor trust(s) in connection with The Dayton Power and Light Company Management Stock Incentive Plan (the “"MSIP"), The Dayton Power and Light Company Key Employees Deferred Compensation Plan”, The Dayton Power and Light Company Supplemental Executive Retirement Plan, The Dayton Power and Light Company 1991 Amended Directors' Deferred Compensation Plan and The Dayton Power and Light Company Directors' Deferred Stock Compensation Plan (collectively, the "DEFERRED STOCK PLANS")), (iii) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the 902,490 authorized but unissued shares reserved for issuance according pursuant to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and 's Dividend Reinvestment Plan (the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c"DRIP") All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect options representing in the aggregate the right to purchase up to 6,650,000 shares of Common Stock only(collectively, are subject the "COMPANY STOCK OPTIONS") under the Company's Stock Option Plan (the "STOCK OPTION PLAN") and, together with the ESOP, DRIP and the Deferred Stock Plans, the "COMPANY STOCK PLANS") (other than any issuance of Common Stock after the date hereof (A) upon the exercise of Company Stock Options, (B) in connection with the DRIP and (C) pursuant to a right the Deferred Stock Plans in the ordinary course of first refusal in favor business consistent with past practice). All outstanding shares of capital stock of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been are duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreementauthorized, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, nonassessable and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylaws; provided, however, that the Shares and the Preferred Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withsimilar rights. (eb) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing The authorized capital stock of a business combination between the Company and a publicly traded special purpose acquisition company The Dayton Light & Power Company, an Ohio corporation (a “SPAC”"DP&L"), consists of (i) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price 50,000,000 common shares, par value $.01 per share (the "DP&L COMMON STOCK"), (ii) 4,000,000 preferred shares, par value $100 per share (the "PREFERRED STOCK ($100 PAR VALUE)"), of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A which 93,280 shares have been designated as Preferred Stock, 3.75% Series A, Cumulative (the conversion price shall be adjusted"SERIES A STOCK"), following 69,398 shares have been designated as Preferred Stock, 3.75% Series B, Cumulative (the issuance of any such additional capital raising"SERIES B STOCK"), and 65,830 shares have been designated as Preferred Stock, 3.90% Series C, Cumulative (the subject conversion price shall be; ● "SERIES C STOCK"), and (iii) 4,000,000 preferred shares, par value $25 per share (the "PREFERRED STOCK ($25 PAR VALUE)"). There are (i) 0.7 41,172,173 shares of DP&L Common Stock issued and outstanding, all of which are owned beneficially and of record by the Company, free and clear of all Encumbrances, (30% discountii) to any future capital raise either via common equity228,508 shares of Preferred Stock ($100 par value) issued and outstanding, preferred stock or any other equity-linked securities. of which 93,280 shares are Series A Stock, 69,398 shares are Series B Stock and 65,830 shares are Series C Stock (fcollectively, the "DP&L PREFERRED STOCK") and (iii) no shares of Preferred Stock ($25 par value) issued and outstanding. All outstanding shares of capital stock of DP&L are duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive or similar rights. None of the Company, DP&L or any other Subsidiary of the Company has redeemed, purchased or otherwise acquired any Preferred Stock ($100 par value) or Preferred Stock ($25 par value) since January 1, 1995. (c) There are no outstanding bonds, debentures, notes or other Indebtedness (as defined below) or debt securities of the Company or any of its Subsidiaries having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the shareholders of the Company or any of its Subsidiaries may vote. (d) Except as set forth in paragraphs (a) and (b) above, there are no issued, outstanding or authorized securities (including securities convertible into or exchangeable for shares of capital stock or other equity or voting securities) of the Company or DP&L or the Trust (other than, at the Closing, the Trust Preferred Securities and Trust Common Securities) and there are no options, warrants, calls, rights (including "phantom" stock or stock appreciation rights), commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Material Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Material Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of the Material Subsidiaries or obligating the Company or any of the Material Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than pursuant to the Company Stock Plans and the DP&L Preferred StockStock pursuant to the Articles of Incorporation of DP&L, and all there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of the Material Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of the Material Subsidiaries or other agreements or arrangements with or among any securityholders of the Company or any of the Material Subsidiaries with respect to securities of the Company or any of the Material Subsidiaries. Except as set forth above, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation Company or any of our initial business combinationthe Material Subsidiaries under the Securities Act.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 250,000,000 shares, is composed of (i) 10,000,000 which 250,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 41,047,541 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 's stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and Agreement, the Related Agreements, the Securities Purchase Agreement dated as of June 19, 2006 between the Company and the Purchaser (the "June Purchase Agreement") and the "Related Agreements" referred to therein (the "June Related Agreements"), there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company's Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Charter"). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s issued and authorized capital stock, stock of the company is as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstandingset forth in Schedule 4.3 hereto. (b) In accordance with Other than as disclosed on Schedule 7(b) to the Company’s 2023 Equity Incentive Plan (the “Plan”), Registration Rights Agreement and as disclosed in Schedule 4.3: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Neither the offer, issuance or sale of any of the Term Notes or the Warrants, or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Capital Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance in all material respects with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as The rights, preferences, privileges and restrictions of the date hereof and the consummation shares of the transactions contemplated hereunder will not result Capital Stock are as stated in any anti-dilution adjustment or other similar adjustment to the outstanding shares Company’s Articles of Preferred StockIncorporation (the “Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 85,000,000 shares, is composed of (i) 10,000,000 which 80,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 41,918,619 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 9,337 785,000 shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 Ten Million (10,000,000) shares of Common Stock, with 100,000 par value $0.001 per share, 5,561,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stockFour Million One Hundred Eighty-Nine Thousand (4,189,000) shares of Preferred Stock, including 45,000 shares that have been par value $0.001 per share, Four Million One Hundred Eighty-Nine Thousand (4,189,000) of which are designated as Series A Seed Convertible Preferred Stock, none of which 9,337 shares have been are issued and are presently outstanding. (b) In accordance with Immediately prior to the Closing, under the Company’s 2023 2015 Equity Incentive Plan (the “Plan”), (i) As 250,000 shares have been issued pursuant to restricted stock award agreements (which are included in Section 3.3(a)(i) above), (ii) no options to purchase shares of the execution Common Stock have been granted and are currently outstanding, and (iii) 250,000 shares of the Agreement, there are 10,655 treasury shares set aside Common Stock remain available for allocation future issuance to officers, directors, employeesemployees and consultants of the Company. The Company has not made any representations regarding equity incentives to any officer, consultantsemployee, advisorsdirector or consultant that are inconsistent with the share amounts and terms set forth on Exhibit H hereto. Exhibit H sets forth all: (i) issued stock options, including vesting schedule and service providers exercise price; (ii) stock options not yet issued but reserved for issuance; and (iii) warrant or stock purchase rights, if any. Assuming Four Million One Hundred Eighty-Nine Thousand (4,189,000) Shares reserved for issuance at the Closing are sold at the Closing, immediately following the Closing the shares of Common Stock which remain available for future issuance under the Plan equal 2.5% of the post-Closing capitalization of the Company in the futureon a fully-diluted basis. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Company’s post-Closing capitalization is set forth in on the post-Closing capitalization table attached hereto as Exhibit D H. (the “Company’s shareholder list of April 28, 2023”). c) Other than the shares reserved for issuance according to the Company’s shareholder list of April 28as set forth on Exhibit H, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. All such preemptive rights have been properly waived or complied with regarding all prior issuances of capital stock and with respect to the issuance of the Shares and Conversion Shares. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued to the persons and entities listed on Exhibit H and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock onlyupon execution of the Co-Sale Agreement, are will be subject to a right of first refusal in favor of the Company upon transfer. (de) The rights, preferences, privileges and restrictions of the Shares and the Conversion Shares are as stated in the Restated Charter. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the hereof. The consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the any outstanding shares of Preferred Stockcapital stock of the Company or any securities convertible thereto. The Preferred Shares and Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Restated Charter, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon the Purchasers and (ii) any right of first refusal set forth in the Company’s BylawsBylaws and/or the Related Agreements; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All options granted and Common Stock issued vest as disclosed on Schedule 3.3(f) of the Schedule of Exceptions. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events. (g) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of twenty million (i20,000,000) 10,000,000 shares of Common Stock, with 100,000 (par value $.001) per share, two million thirty three thousand three hundred ninety (2,033,390) shares having been of which are issued and currently outstanding and one million seven hundred fifty thousand (1,750,000) shares of which are reserved for future issuance to employees, officers, directors and consultants pursuant to the Company's 1999 Equity Incentive Plan and eight million five hundred thousand (8,500,000) shares of Preferred Stock, (par value $.001) per share, all of which are designated Series A Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, and (iic) 1,000,000 were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate. Each series of Preferred Stock is convertible preferred stock, including 45,000 shares that into Common Stock on a one-for-one basis. The Conversion Shares have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued duly and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside validly reserved for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”)issuance. Other than the 1,750,000 shares reserved for issuance according to under the Company’s shareholder list 's 1999 Equity Incentive Plan, the option to purchase up to four hundred thirty eight thousand five hundred ninety six (438,596) shares of April 28Series A Preferred Stock granted to Kevix Xxxxxxxx xxxsuant to that certain Key Employee Agreement by and between the Company and Kevix Xxxxxxxx xxxed on or about the date hereof, 2023 and the proposed issuance of up to one million two hundred fifty thousand (1,250,000) shares of Series A Preferred Stock to certain shareholders of Asia Communications Global Limited ("ACGL") pursuant to that certain Asset Purchase Agreement by and between the Company and ACG, Inc., a subsidiary of ACGL, dated on or about the date hereof (the "ACGL Agreement"), and except as may be granted pursuant to this Agreement and the Related AgreementsInvestor Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Restated Certificate, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s As of the date of this Agreement, the authorized capital stock of the Company consists of 60,000,000 shares of which 50,000,000 are shares of common stock, par value $0.005 per share (the “Common Stock”), 13,546,052 shares of which are issued and outstanding as of immediately prior to the ClosingFebruary 6, is composed of (i) 2004, and 10,000,000 are shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible par value $0.01 per share (the “Preferred Stock”), none of which 9,337 shares have been of Preferred Stock are issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3, other than: (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of April 28, 2023 stock option plans; and except as (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance nor sale of any of the Note or Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, ; and (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer. (d) Each outstanding series The rights, preferences, privileges and restrictions of Preferred Stock is convertible into the shares of the Common Stock on a one-for-one basis are as stated in the Company’s Certificate of Incorporation (the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Charter”). The Preferred Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Charter, the Shares and the Preferred Shares Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company’s Bylawsencumbrances; provided, however, that the Shares and the Preferred Shares Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockAs of April 1, as 2002, the capitalization of immediately prior to the Closing, is composed Company consisted of the following: (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.01 per share (the "Common Stock"), (1) 15,907,486 shares having been of which were issued and currently ------------ outstanding, (2) 2,466,037 shares of which were reserved for future issuance under the Stock Option Plans (of which 1,871,637 shares are reserved for issuance pursuant to outstanding stock options and 594,400 shares are reserved for issuance pursuant to stock options and other rights which may be granted in the future, (3) 1,224,369 shares of which were reserved for issuance upon conversion of the Restructured Notes referred to in Sections 7.1(l)(i) and 7.1(l)(iv) into shares of Common Stock in connection with the Restructuring, and (4) ________ shares were reserved for issuance upon conversion of the Restructured Notes referred to in Section 7.1(l)(ii) and upon exercise of warrants issued in connection with the restructuring of such notes (the amounts in the preceding clauses (3) and (4) being subject, nevertheless, to Section 6.6 hereof); (ii) 1,000,000 convertible preferred stock, including 45,000 20,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), none of which 9,337 are issued and outstanding. All --------------- previously outstanding shares of Preferred Stock designated Series A Preferred Stock and Series B Preferred Stock have been issued redeemed and retired, and restored to the status of authorized, unissued and undesignated Preferred Stock. The rights, preferences, privileges and restrictions of the Preferred Stock are presently outstandingas stated in the Restated Certificate and such other certificates of designations as have been delivered to Investors on or prior to the date hereof. (b) In accordance with All issued and outstanding shares of the Company’s 2023 Equity Incentive Plan (the “Plan”), 's capital stock (i) As have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities and (iv) were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other Person. (c) The Company has delivered to each Investor a copy of each of the execution Company's Stock Option Plans. Schedule 4.3(c) sets forth a true and complete --------------- summary of Equity Securities of the AgreementCompany, there are 10,655 treasury shares set aside for allocation to officersincluding all options issued under the Stock Option Plans, directorsincluding the holder, employeesissue date, consultants, advisors, exercise price and service providers vesting status of the Company in the futuresuch option or other Equity Security. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions Except as set forth in Exhibit D (the “Company’s shareholder list of April 28on Schedule 4.3(c), 2023”). Other other than the 2,466,037 shares reserved for issuance according upon the --------------- exercise of options outstanding or to be granted under the Stock Option Plans, the stock options issued pursuant to the Company’s shareholder list Stock Option Plans, outstanding warrants to purchase no shares of April 28Common Stock, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding subscriptions, options, calls, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, agreements or agreements other Equity Securities of any kind for the purchase or acquisition from the Company or any Subsidiary of any of their securities, nor has the Company taken or agreed to take any action to issue or grant the same. Except as described in this Agreement or set forth on Schedule 4.3(c), (x) there are no outstanding --------------- obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Company or any voting or Equity Securities or interests of any Subsidiary, (y) there is no voting trust, proxy, stockholder or other agreements or understandings to which the Company or any of its Subsidiaries or, to the knowledge of the Company, any of its stockholders is a party or is bound with respect to the voting or transfer of the capital stock or other voting securities of the Company or any of its Subsidiaries and (z) there are no other subscriptions, options, calls, warrants or other rights (including registration rights, whether demand or piggyback registration rights), agreements, arrangements or commitments of any character relating to the issued or unissued Equity Securities of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party. Except as set forth on Schedule 4.3(c), the consummation of the transactions --------------- contemplated by this Agreement and the Stockholders Agreement will not trigger the anti-dilution provisions or other price adjustment mechanisms of any outstanding subscriptions, options, calls, warrants, commitments, contracts, preemptive rights, rights of first refusal, demands, conversion rights or other Equity Security agreements or arrangements of any character or nature whatsoever under which the Company is or may be obligated to issue or acquire shares of any of its securities (c) All issued and outstanding shares capital stock. The issuance of the Company’s Common Stock Shares (including Conversion Shares) is not and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are will not be subject to a right any preemptive rights, rights of first refusal in favor of the Company upon transferrefusal, subscription or similar rights that have not been properly waived. (d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof The Shares have been duly and validly authorized and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Conversion Shares have been duly and validly reserved for issuance. When Upon issuance of the Initial Shares, any Shares issued as PIK Shares and the Conversion Shares in compliance accordance with the provisions of this Agreement, the Shares Agreement and the Preferred Shares Certificate of Designation or the Restated Certificate, as the case may be, such shares will be duly authorized, validly issued, fully paid and nonassessable, will be delivered to each Investor free and clear of all Encumbrances (other than limitations on transfer required by the Securities Act and those placed thereon pursuant to the Stockholders Agreement) and will be free of any liens or encumbrances other than (i) liens have the rights, preferences, privileges and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal restrictions set forth in the Company’s Bylaws; providedCertificate of Designation or the Restated Certificate, however, that as the Shares and the Preferred Shares case may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withbe. (e) All convertible options vest as follows: from the time the investment is made until immediately prior to the closing of a business combination between the Company and a publicly traded special purpose acquisition company (a “SPAC”) approved by the Board of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 300). However, in the event of any subsequent capital raise involving the issuance of common stocks, preferred stocks, or any other equity-linked securities issued at a lower valuation than Series A Preferred Stock, the conversion price shall be adjusted, following the issuance of any such additional capital raising, the subject conversion price shall be; ● (i) 0.7 (30% discount) to any future capital raise either via common equity, preferred stock or any other equity-linked securities. (f) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering. However, if the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are to be released from lock up and (i) the remaining 50% will not be transferred, assigned, sold or released until six months after the date of the consummation of our initial business combination.