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 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 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 600). 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-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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600). 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-1 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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 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 600). 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-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 35,484.07 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 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 June 29, 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 June 29, 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 600). 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-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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 35,000,000 shares of Common Stock, with 100,000 (par value $ .001) per share, 10,203,600 shares having been of which are issued and currently outstandingoutstanding as of the date of this Agreement, 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 $ .001) per share, 300,000 of which 35,484.07 are designated Series A Preferred Stock, none of which are issued and outstanding as of the date of this Agreement. All issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued and are presently outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)are fully paid and nonassessable. The rights, (i) As preferences, privileges and restrictions of the execution Shares are as stated in the Certificate of the AgreementDesignations; all such rights, there preferences, privileges and restrictions are 5,721 treasury shares set aside for allocation to officersvalid, directors, employees, consultants, advisors, binding and service providers of enforceable against the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, and in accordance with the share quantities applicable laws. The Conversion Shares have been duly and conditions set forth in Exhibit D (the “Company’s shareholder list of June 29, 2023”)validly reserved for issuance. Other than the 977,310 shares reserved for issuance according to under the Company’s shareholder list 's 1993 Long Term Incentive Plan and outstanding warrants to purchase an aggregate of June 29, 2023 2,961,104 shares of Common Stock and except as may be granted pursuant to this Agreement and 44,006 shares reserved for issuance under the Related AgreementsCompany's 401(k) plan, 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 authorized or outstanding 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 nonassessablesecurities or any interest therein. Except as set forth herein, (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 there is no commitment by the Company upon transfer. (d) Each outstanding series of Preferred Stock is to issue shares, subscriptions, warrants, options, 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 securities, or other similar adjustment such rights or to the outstanding shares distribute to holders of Preferred Stockany of its equity securities any evidence of indebtedness or asset. The Preferred Shares have been duly and validly reserved for issuanceCompany has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend (other than dividends payable on the Shares) or to make any other distribution in respect thereof. When issued in compliance with the provisions of this AgreementAgreement and 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 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 45,000,000 shares, is composed of (i) 10,000,000 which 40,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 9,325,305 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 $0.001 per share, 2,000,000 of which 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 Term Notes or the Warrants, 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 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 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 Note Shares and Warrant Shares have been duly and validly reserved for issuanceissuance (other than the Note Shares and Warrant Shares that will be issuable only after approval, adoption and effectiveness of the Share Increase Amendment, such Note Shares and Warrant Shares to be duly and validly reserved for issuance upon effectiveness of the Share Increase Amendment). When issued in compliance with the provisions of this Agreement, Agreement and the Company’s Charter (and to the extent the Note Shares and Warrant Shares are not presently authorized, subject to and conditioned on the Preferred approval, adoption and effectiveness of the Share Increase Amendment with respect to the Note Shares and Warrant Shares) 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 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 600). 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-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 and A-1 Convertible Preferred Stock, of which 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 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 600). 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-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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of June 29, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600i) 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-1 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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 Parent, as of immediately prior to the Closingdate hereof consists of 96,000,000 shares, is composed of (i) 10,000,000 which 95,000,000 are shares of Common Stock, with 100,000 shares having been par value $0.005 per share, 44,641,388shares of which are issued and currently outstanding, and 1,000,000 are shares of preferred stock, par value $1.75 per share of which no shares are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note or 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 Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’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 Parent’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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). board minutes. (c) Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-1 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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 The authorized and issued capital stock of Common Stock, with 100,000 shares having been issued the Company and currently outstanding, and of each Subsidiary as of the date hereof is described on Schedule 3.2 annexed hereto. (ii) 1,000,000 convertible preferred stockExcept as disclosed in Schedule 3.2, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with other than Common Stock reserved for issuance under the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreementsstock option plans, 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 . 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 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 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 issuance of the Shares and the subsequent conversion of the Shares into Preferred Shares are contemplated hereby is not and 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 Shares have been duly and validly reserved for issuance. When issued in compliance with the Board provisions of Directors. The Preferred Stock this Agreement, the Shares will be convertible at a conversion price per share of (USD 600). 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-1 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 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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 35,484.07 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 5,721 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 June 29, 2023list”). . (c) Other than the shares reserved for issuance according to the Company’s “initial shareholder list of June 29, 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 600). 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-1 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 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 35,484.07 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 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 June 2928, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 2928, 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 600300). 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-1 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 [*] shares of Common Stock, with 100,000 par value $0.001 per share, [*] 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 of Preferred Stock, par value $0.001 per share, all of which 35,484.07 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 2003 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 options to purchase shares have been granted or are currently outstanding, and (iii) [*] shares of the Agreement, there are 5,721 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 June 29, 2023”). c) Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29Plan, 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. (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 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 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 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 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 600). 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-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 options granted and Common Stock and Preferred Stockissued vest as follows: [*] of the shares vest [*] following the vesting commencement date, and all shares of Common Stock and Preferred Stock issuable upon with the exercise or conversion of outstanding optionsremaining [*] vesting in [*] (the “Normal Vesting Schedule”). No stock plan, warrants stock purchase, stock option or other exercisable agreement or convertible understanding between the Company and any holder of any equity securities are subject or rights to a market standoff purchase equity securities provides for acceleration or “lockup” agreement of not less than 180 days following other changes in the Company’s initial public offeringvesting 3. However[*] = Certain confidential information contained in this document, if marked by brackets, has been omitted and filed separately with 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 Securities 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 Exchange Commission pursuant 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 Rule 406 of the consummation Securities Act of our initial business combination1933, as amended.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingSeptember 30, is composed 2004, consists of (i) 10,000,000 105,000,000 shares, of which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 36,323,274 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 35,484.07 no 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, another Schedule to this Agreement or in any Exchange Act Filings, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 2023 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, another Schedule to this Agreement or in any Exchange Act Filings, 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 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 600). 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-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 Buyer consists of (i) 10,000,000 300,000,000 shares of Buyer Common StockStock of which, with 100,000 as of August 18, 2023, (A) 70,988,774 shares having been were issued and currently outstanding, (B) 1,524,052 shares were issuable upon the exercise of stock options outstanding or issuable upon vesting of restricted stock units and awards granted under the Buyer’s equity incentive plans, and (C) 4,530,632 shares were reserved for issuance in connection with future grants of awards pursuant to the Buyer’s equity incentive plans, and (ii) 1,000,000 convertible 10,000,000 shares of preferred stock, including 45,000 of which no shares that are issued and outstanding. All of the issued and outstanding shares of Buyer Common Stock (1) have been designated as Series A Convertible Preferred Stockduly authorized and validly issued, (2) are fully paid and non-assessable and (3) were issued in compliance in all material respects with applicable United States federal and state securities laws and not in violation of which 35,484.07 shares have been issued and are presently outstandingany preemptive rights or similar rights to subscribe for or purchase securities. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As All of the execution authorized shares of the Agreement, there Buyer Common Stock are 5,721 treasury shares set aside for allocation entitled to officers, directors, employees, consultants, advisors, and service providers of the Company one vote per share. (c) Except as described or referred to 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsBuyer SEC Filings, there are no (i) outstanding equity securities, options, warrants, rights (including conversion or preemptive rights and rights, rights of first refusal), proxy rights of first purchase, purchase options, call options or stockholder subscription rights) or other agreements pursuant to which the Buyer is or agreements of may become obligated to issue or sell any kind for the purchase or acquisition from the Company of any shares of its securities (c) All issued and outstanding shares capital stock or any other securities of the Company’s Common Stock and Preferred Stock (i) Buyer other than equity securities that may have been duly authorized and validly issued and granted pursuant to its stock incentive plans, which plans are fully paid and nonassessabledescribed in the Buyer SEC Filings, (ii) were issued in compliance with all applicable state and federal laws restrictions on the transfer of capital stock of the United States of America with regard Buyer other than pursuant to the issuance of securities; and federal or state securities laws or as set forth in this Agreement or (iii) with obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transferthereof. (d) Each outstanding series of Preferred Stock The Buyer is convertible into Common Stock on not 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 party to 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 Contract or rights understanding relating to the voting of first refusal that have not been properly waived shares of capital stock of the Buyer or complied withthe giving of written consents by a stockholder or director of the Buyer. (e) All convertible options vest as follows: from The Buyer does not have outstanding any stockholder rights plan or “poison pill” or any similar arrangement in effect giving any Person the time the investment is made until immediately prior right 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 600). However, purchase any equity interest 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-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 Buyer upon the exercise or conversion occurrence 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 combinationcertain events.

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 35,484.07 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 5,721 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 June 29April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29April 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 600300). 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-1 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 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 5,721 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 June 29, 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 June 29, 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 600). 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-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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsShares, 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 Additional Shares and the 2008 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 other than pursuant to Amendment No. 3 to the Loan Agreement and the transactions contemplated therein. (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 The Additional Shares 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 2008 Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Additional Shares and the Preferred 2008 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 600). 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-1 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 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 35,484.07 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 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 5,721 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 June 29, 2023”). board minutes. (c) Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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. (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 600i) 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-1 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 Closing, is composed date hereof consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 of which 22,212,012 are shares having been are issued and currently outstandingoutstanding as of February 22, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, 2005. The authorized capital stock of which 35,484.07 shares have been issued and are presently outstandingeach Subsidiary of the Company is set forth on Schedule 4.3. (b) In accordance with Except as disclosed on Schedule 4.3 and the Company’s 2023 Equity Incentive Plan (the “Plan”)Exchange Act Filings, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 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 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 600). 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-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 As of the date hereof, the authorized capital stock, as of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 33,333,333 shares of Common Stock, with 100,000 $0.001 par value per share. As of March 31, 2006, there were 15,964,948 shares having been of Common Stock issued and currently outstanding, outstanding and (ii) 1,000,000 convertible preferred stock, including 45,000 no shares that have been designated as Series A Convertible of Preferred Stock, of which 35,484.07 shares have been Stock 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 Parent, as of immediately prior to the Closing, is composed date hereof consists of (i) 10,000,000 40,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 7,477,294 shares having been of which are issued and currently outstanding, and 10,000,000 are shares of preferred stock, par value $0.001 per share of which 814,998 shares of 7% Convertible Preferred Stock and 746,157 shares of Series B 7% Convertible Preferred Stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note or 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 Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’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 Parent’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 600). 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-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 Parent, as of immediately prior to the Closing, is composed date hereof consists of (ix) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.001 per share of which the number of shares having been set forth on Schedule 12(c) are issued and currently outstanding, and (iiy) 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 $0.001 per share of which 35,484.07 no shares have been are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”Except as disclosed on Schedule 12(c), other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance 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 the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’s Certificate of Incorporation (the date hereof “Charter”). The Note Shares 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. When issued in compliance with the provisions of this AgreementAgreement and the Parent’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 600). 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-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. 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600). 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-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'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 stockstock of the Company, as of immediately prior to the ClosingMay 1, is composed 2002, consists of (i) 10,000,000 200,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 20,581,126 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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. 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 (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 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; providedPROVIDED, howeverHOWEVER, 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 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 of the Board Company or rights to purchase equity securities of Directors. The Preferred Stock will be convertible at a conversion price per share of (USD 600). However, the Company 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-1 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 including 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 combinationtransactions contemplated hereunder.

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 eight hundred fifty million (850,000,000) shares of Common Stock, with 100,000 one hundred forty-two million, nine hundred twenty-two thousand, eight hundred ten (142,922,810) shares having been of which are issued and outstanding, thirty million, five hundred seventy-seven thousand, five hundred (30,577,500) shares of which are currently reserved for issuance pursuant to outstanding option agreements, and seven hundred ninety-four thousand, four hundred sixty (794,460) shares of which will be reserved in the future 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 and (b) one hundred fifty million (150,000,000) shares of Preferred Stock (the "Preferred Stock"), 19,481,130 of which are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding, and 15,877,249 of which are designated Series B Convertible Participating 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, including 45,000 shares that (iii) are free of liens and encumbrances created by the Company and (iv) 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 designated as Series A Convertible Preferred Stock, of which 35,484.07 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 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 June 29, 2023”). Other than the shares validly reserved for issuance according to in sufficient number for issuance upon full conversion of the Company’s shareholder list of June 29, 2023 and except Shares. 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 the Company of any of its securities (c) All issued and outstanding shares securities or other restrictions on the incidents of ownership or transfer created by statute, the charter documents of the Company’s Common Stock Company or any agreement to which the Company is a party or by which it is bound. The Shares and Preferred Stock (i) the 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, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). c) Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of June 29, 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 La R▇▇▇ Holdings Corp. Series A Preferred Stock will be convertible at a conversion price per share of (USD 600). 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-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.Purchase Agreement

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 60,000,000 shares, is composed of (i) 10,000,000 which 55,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 19,018,855 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 35,484.07 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 (that is not an Inactive Subsidiary) 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 either of the Notes or either of the Warrants, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 50,000,000 shares of common stock, par value $.001 per share ("Common Stock"), 10,000,000 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 20,000,000 shares of preferred stock, including 45,000 par value $.001 per share ("Preferred Stock"), 7,000,000 shares that have been of which are designated as Series A Convertible Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstanding. GP Strategies Corporation, a Delaware corporation ("Parent"), currently owns 100% of the shares of Common Stock. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 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 Other than as set forth in Exhibit D (the “Company’s shareholder list of June 29on EXHIBIT F, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the other Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal, whether in favor of the Company or any other person), 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 to the persons listed on EXHIBIT F hereto, 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 of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred StockCertificate. 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, as the case may be, the Shares and the Preferred Conversion Shares will be validly issued, fully paid and nonassessable, and and, except as provided in the Related Agreements, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 40,000,000 shares, is composed of (i) 10,000,000 which 20,000,000 are shares of Common Stock, with 100,000 no par value per share, 14,532,157 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible no shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been 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 or disclosed in any Exchange Act Filings, other than (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 or as disclosed in any Exchange Act Filings, 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 (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 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 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 40,000,000shares, is composed of (i) 10,000,000 which 20,000,000are shares of Common Stock, with 100,000 shares having been no par value per share, 14,354,521shares of which are issued and currently outstanding, and (ii) 1,000,000 convertible no shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been 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 or disclosed in any Exchange Act Filings, other than (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 or as disclosed in any Exchange Act Filings, 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 (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 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 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 600). 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-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 The authorized and issued capital stock of the Company and of each Subsidiary as of the date hereof is described on Schedule 3.2 annexed hereto. (ii) Except as disclosed in Schedule 3.2, 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 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsWarrant, 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 . 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 Warrant 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 only, are subject to a right of first refusal in favor The issuance of the Company upon transfer. (d) Each outstanding series of Preferred Stock Warrant 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. (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 Warrant, the Warrant Shares will be convertible at a conversion price per share of (USD 600). 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-1 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 Closing, is composed consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, ________________ shares having been of which are issued and currently outstandingoutstanding as of January 10, 2002, and (ii) 1,000,000 convertible preferred stock, including 45,000 ii)10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstandingoutstanding as of January 10, 2002. (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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29's stock option plans and the Company's Convertible Note with Street Capital, 2023 Inc.; 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 material 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 the Common Stock on a one-for-one basis are as stated in the 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 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 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 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 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 600). 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-1 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 including 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 combinationtransactions contemplated hereunder.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Parent, as of immediately prior to the Closingdate hereof consists of 50,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.005 per share, 13,601,052 shares having been of which are issued and currently outstandingoutstanding as of March 31, 2005, and 10,000,000 are shares of preferred stock, par value $0.01 per share of which no shares of preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Notes or the Warrants, or the issuance of any of the Note Shares, the Warrant Shares and/or the Grant Shares, or the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’s Certificate of Incorporation (the date hereof “Charter”). The Note Shares, the Warrant Shares 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 Grant Shares have been duly and validly reserved for issuance. When issued and paid for in compliance with the provisions of this AgreementAgreement and the Parent’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 600). 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-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 The authorized capital stock of Biovest consists of 350,000,000 shares, of which (A) 300,000,000 are shares of Biovest Common Stock, with 100,000 98,149,783 shares having been of which are issued and currently outstandingoutstanding (not taking into account the shares of Biovest Common Stock that may be issued or are issuable pursuant to the Confirmed Plan), and (iiB) 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 Stockpar value $.01 per share, none of which 35,484.07 shares have been are issued and are presently outstanding. (bii) In accordance with the Company’s 2023 Equity Incentive Plan Except for (the “Plan”A) as disclosed on Schedule 12(c), (iB) As the shares of Biovest Common Stock that may be issued or are issuable pursuant to the execution of Confirmed Plan, including those that may be issued to the Agreement, there are 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisorsInvestor DIP Lenders, and service providers of (C) 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may Closing Shares that will 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 Biovest of any of its securities. Except as disclosed on Schedule 12(c) or as provided in the Confirmed Plan, neither the offer or issuance of any of the BVTI Term Notes or the Closing Shares, nor the consummation of any transaction contemplated hereby, will result in a change in the price or number of any securities of Biovest 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 Biovest Common Stock and Preferred Stock Stock: (iA) have been duly authorized and validly issued and are fully paid and nonassessable, non-assessable; and (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 (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 Biovest Common Stock on a one-for-one basis are as of the date hereof and the consummation of the transactions contemplated hereunder will not result stated 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 issuanceBiovest’s Charter. When issued in compliance with the provisions of this AgreementAgreement and Biovest’s Charter, the Shares and the Preferred Closing 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 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 withLiens. (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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 55,000,000 shares, is composed of (i) 10,000,000 which 54,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 36,665,322 shares having been of which are issued and currently outstandingoutstanding , 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 Parent, 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 $.001 per share, 13,326,810 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 of which 2,500,000 have been designated as Series A Convertible Preferred StockA, par value $.001 per share of which 35,484.07 2,466,971 shares have been are issued and are presently outstanding. The remaining 2,500,000 shares of preferred stock have not been designated. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on SCHEDULE 12(c). (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”Except as disclosed on SCHEDULE 12(c), other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 2023 Parent'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 Parent of any of its securities. Except as disclosed on SCHEDULE 12(c), neither the offer or issuance of the Options or the 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 Parent 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 Parent'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 Parent'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 Option Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Parent'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; providedPROVIDED, howeverHOWEVER, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 75,000,000 shares, is composed of (i) 10,000,000 which 25,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 6,887,671 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 Stockpar value $0.001 per share, none of which 35,484.07 shares have been are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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. 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 600). 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-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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 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 '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) Zone▇▇▇▇▇▇▇.▇▇▇, ▇▇c. 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of Fifty Million (50,000,000) shares, is composed all of (i) 10,000,000 which are shares of Common Stock, with 100,000 par value $0.0001 per share, Nine Million Two Hundred Seven Thousand One Hundred Forty Two (9,207,142) 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 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 Except as disclosed on Schedule 4.3(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 Articles of Incorporation, as amended (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 those 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 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 600). 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-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 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 $0.001 per share), seven million four hundred fifty-three thousand four hundred sixteen (7,453,416) shares having been of which are issued and currently outstanding and 1,000,000 shares of which are reserved for future issuance to employees and consultants, and ten million (10,000,000) shares of Preferred Stock (par value $0.001 per share), two million five hundred thousand (2,500,000) 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, and (iib) 1,000,000 convertible preferred stockare fully paid and nonassessable. The rights, including 45,000 shares that preferences, privileges and restrictions of the Shares are as stated in the Restated Charter. The Conversion Shares have been designated as Series A Convertible Preferred Stock, of which 35,484.07 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 5,721 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 June 29, 2023”)issuance. Other than the shares reserved for issuance according to the Company’s shareholder list of June 29employees and consultants, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsInvestor Rights Agreement, 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 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 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 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. 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 600). 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-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 Parent, as of immediately prior to the Closingdate hereof consists of 75,000,000 shares, is composed all of (i) 10,000,000 which are shares of Common Stock, with 100,000 par value $0.001 per share, 14,069,297 shares having been of which are issued and currently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent 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 the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Security Agreement 12 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 Parent’s Certificate of Incorporation (the date hereof “Charter”). The Note Shares 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. When issued in compliance with the provisions of this AgreementAgreement and the Parent’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 600). 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-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. As of August 31, 1999, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock (par value $0.001 per share), 4,108,381 shares of which are issued and outstanding, and 50,069,615 shares of Preferred Stock (par value $0.001 per share), 6,666,667 of which are designated Series A Preferred Stock, all of which are issued and outstanding, 13,773,318 of which are designated Series B Preferred Stock, 13,173,182 of which are issued and outstanding, and 29,629,630 of which are designated Series C Preferred Stock, all of which are issued and outstanding. At the Closing, the authorized and outstanding capitalization of the Company will be as set forth in the Final Prospectus. All issued and outstanding shares of the Company's capital stock (a) have been duly authorized and validly issued, (b) are fully paid and non-assessable and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Company’s authorized capital stockrights, preferences, privileges and restrictions of the Investor Shares are as stated in the Articles of Incorporation, as amended and restated, of immediately prior to the Closing, Company (the "Articles"). Each series of Preferred Stock is composed convertible into Common Stock on a one-for-one basis and will automatically convert into Common Stock at the time of the closing of the IPO. The Warrant Shares have been duly and validly reserved for issuance. Other than (i1) 10,000,000 the aggregate of 13,535,000 shares of Common Stock reserved for issuance under the Company's 1998 Stock Option/Stock Issuance Plan, 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan and 1999 Non-Employee Directors' Stock Option Plan, (2) warrants to purchase an aggregate of 600,136 shares of Series B Preferred Stock, with 100,000 (3) registration rights held by holders of 52,965,499 shares having been issued of Common Stock and currently outstandingPreferred Stock pursuant to that certain Amended and Restated Rights Agreement dated January 28, 1999, which will be replaced by the Rights Agreement the form of which is attached hereto as EXHIBIT B, and (ii4) 1,000,000 convertible preferred stock, including 45,000 warrants to purchase an aggregate of up to 200,000 shares that have been designated as Series A Convertible Preferred Stock, of which 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 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 June 29, 2023”). Other than the shares reserved for issuance according Common Stock pursuant to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related AgreementsStandby Loan Facility, 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 reserved shares of the Company’s Common Stock and Preferred Stock described in item (1) of the preceding sentence, (i) options to purchase 6,136,622 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 7,398,378 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 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 issuanceOption Plan. When issued in compliance with the provisions of this AgreementAgreement and the Articles, the Investor Shares and the Preferred Warrant 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 Investor 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 Except as described in this Section 3.2, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound that obligate the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Shares and the subsequent conversion capital stock 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 DirectorsCompany. The Preferred Stock will be convertible at a conversion price per share of (USD 600). 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-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.COMMON STOCK AND WARRANT PURCHASE AGREEMENT

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 21,000,000 shares, is composed of which 20,000,000 are authorized as shares of common stock, par value $0.001 per share (i) 10,000,000 the “Common Stock”), and 14,995,513 shares of Common Stock, with 100,000 shares having been Stock are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible are authorized as shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible par value $0.001 per share (the “Preferred Stock”), and 37,840.7895 shares of which 35,484.07 shares have been 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 (i) As of the execution of the Agreementas disclosed on Schedule 4.3, there are 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 June 29, 2023”). Other than ii) the shares reserved for issuance according to under the Company’s shareholder list stock option plans of June 29the Company and its Subsidiaries, 2023 and except as may be (iii) warrants, rights and shares 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 equity securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrants, nor 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 equity securities of the Company outstanding under anti-dilution or other similar provisions contained in or affecting any such equity 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 Agreement, the Shares Related Agreements 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 Securities are subject to the provisions of this Agreement, the Related Agreements and applicable law other than to the Preferred Shares extent effectively waived hereunder or thereunder (including, without limitation, the Uniform Commercial Code in the case of the Note) and 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 600). 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-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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 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 June 29Series A Preferred Stock granted to Kevi▇ ▇▇▇▇▇▇▇▇ ▇▇▇suant to that certain Key Employee Agreement by and between the Company and Kevi▇ ▇▇▇▇▇▇▇▇ ▇▇▇ed 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 600). 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-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 The authorized capital stock of Common Stock, with 100,000 shares having been issued the Company and currently outstanding, and 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the under Company’s shareholder list of June 29, 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, the Option or the Warrants, or the issuance of any of the Note Shares, the Option 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 on a one-for-one basis are as stated in Company's Certificate of Incorporation (the date hereof "Charter"). The Note Shares, the Option Shares 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. 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). iii) Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of June 29, 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 R▇▇▇ 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 __________ shares of Common Stock, with 100,000 par value $0.001 per share, 15,867,212 shares having been of which are issued and currently outstandingoutstanding as of August 13, 2001, and (ii) 1,000,000 convertible preferred stock, including 45,000 __________ shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, _______ shares of which 35,484.07 shares have been are issued and are presently outstanding. (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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list 's Stock Option Plan; (ii) those shares of June 29, 2023 Common Stock which may be issued upon conversion of the shares of Preferred Stock; and except as (iii) 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 Shares, or the issuance of any of the Conversion 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 (to the extent 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. (d) Each outstanding series The rights, preferences, privileges and restrictions of the shares of Preferred Stock is convertible into and the Common Stock on a one-for-one basis are as stated in the 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 Conversion Shares and 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 Notes, Shares and Conversion 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 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 600). 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-1 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 including 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 combinationtransactions contemplated hereunder.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 51,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.10 per share, 16,879,282 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible are shares of preferred stock, including 45,000 par value $0.10 per share, no shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 160,000,000shares, is composed of (i) 10,000,000 which 150,000,000 are shares of Common Stock, with 100,000 par value $.001 per share, 25,450,000 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 $.001 per share of which no shares that have been designated are issued outstanding. The authorized capital stock of the Subsidiary, as Series A Convertible Preferred Stockof the date hereof consists of 1,250,000 shares, of which 35,484.07 1,250,000 are shares have been of Common Stock, par value 0.001 GB pence per share, 1,000,000 shares of which are issued and are presently outstandingoutstand▇▇▇. (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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 2023 Borrower'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 Borrower 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 Borrower 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 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 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 600). 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-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 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 35,484.07 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 5,721 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 June 29on Schedule 3.3, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 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 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 600the “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-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 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) 17,000,000 of which are designated “Series B Preferred Stock”, is composed 11,334,567 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 35,484.07 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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600i) 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-1 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. (ai) The Company’s authorized capital stockstock of the Parent, as of immediately prior to the Closingdate hereof consists of 600,000,000 million shares, is composed of (i) 10,000,000 which 500,000,000 are shares of Common Stock, with 100,000 par value $0.00001 per share, 2,091,605 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 100,000,000 are shares of preferred stock, including 45,000 par value $0.00001 per share of which 15,580,932 shares that have been designated as of 10% Series A Convertible Preferred Stock, of which 35,484.07 shares have been Stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (bii) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”Except as disclosed on Schedule 12(c), other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent 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 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 Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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; 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 Parent’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 Parent’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 600). 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-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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 StockThe authorized , with 100,000 shares having been issued and currently outstanding, outstanding capital stock of the Company and 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 shareholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note or 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 Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’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 Parent’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 600). 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-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 stockof the Parent, as of immediately prior to the Closingdate hereof, consists of one class of membership interests all of which are owned by Magnetech Industrial Services, Inc., an Indiana corporation. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is composed of set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), and other than: (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 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 equity holder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company Parent of any of its securities. Except as disclosed on Schedule 12(c), the consummation of any transaction contemplated hereby will not result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares membership interests of the Company’s Common Stock and Preferred Stock Parent: (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 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 Parent’s membership interests are as stated in the Parent’s Articles of Organization (the “Charter”) 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 issuanceoperating agreement. When issued in compliance with the provisions of this AgreementAgreement and the Parent’s Charter and operating agreement, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 8,750,000 Ordinary Shares nominal value NIS 4.00 per share, is composed of (i) 10,000,000 shares which, as of Common StockDecember 31, with 100,000 shares having been 2003, 4,167,509 Ordinary Shares 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 35,484.07 shares have been issued and 4,162,126 Ordinary Shares are presently outstanding. (b) In accordance with Except as disclosed on Schedule 4.3, the Company’s 2023 Equity Incentive Plan (Exchange Act Filings or the “Plan”)Financial Statements, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 shareholder 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, the Exchange Act Filings or the Financial Statements, 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 Ordinary 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 Ordinary Shares are as stated in the consummation Company's Articles of Association (the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock"Articles"). The Preferred Note Shares and Warrant Shares shall have been been, on or before the Closing Date, duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company's Articles, 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 state, federal and/or federal Israeli 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 600). 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-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 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 35,484.07 310 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600i) 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-1 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 Closingdate hereof consists of 20,000,000 shares, is composed of (i) 10,000,000 which 20,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 5,851,877 shares having been of which are issued and currently outstandingoutstanding as of February 27, and (ii) 1,000,000 convertible 2004. No shares of preferred stockstock are authorized, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently or outstanding. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 4.3 or as disclosed in any Exchange Act Filings, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 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 600). 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-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 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, 6,216,080 shares having been of which are issued and currently outstandingoutstanding as of August 31, 2002, 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, none of which 35,484.07 shares have been are issued and are presently outstanding. (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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 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 '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 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 Except as follows: from set forth in the time the investment is made until immediately prior to the closing of a business combination SEC Reports, 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 600). 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-1 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 including 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 combinationtransactions contemplated hereunder.

Capitalization; Voting Rights. Except as set forth on Schedule 4.3: (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 $0.001 per share, 18,940,095 shares having been of which are issued and currently outstandingoutstanding as of December 24, 2001, 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, no shares of which 35,484.07 shares have been are issued and are presently outstanding. (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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 2023 's Stock Option Plan; (ii) convertible securities held by the Purchasers; and except as (iii) 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 (to the extent 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. (d) Each outstanding series The rights, preferences, privileges and restrictions of the shares of Preferred Stock is convertible into and the Common Stock on a one-for-one basis are as stated in the 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 Conversion Shares and Warrant Shares have been duly and validly reserved for issuanceissuance on a pro rata basis for each of the Purchasers. 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 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 600). 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-1 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 including 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 combinationtransactions contemplated hereunder.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 25,500,000 shares, is composed of (i) 10,000,000 which 25,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 13,867,054 shares having been of which are issued and currently outstanding, and 500,000 are shares of preferred stock, par value $0.01 per share of which no shares are issued and outstanding. The authorized 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to the under Company’s shareholder list of June 29, 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 on a one-for-one basis are as stated in Company's Certificate of Incorporation (the date hereof "Charter"). The Note Shares 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. 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 600). 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-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 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 no par value, 23,355,076 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 Stockno par value, of which 35,484.07 zero 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). iii) Other than the shares reserved for issuance according to set forth in the Company’s shareholder list Schedule of June 29, 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. (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 600). 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-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 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 $0.01 per share, 16,791,688 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 $0.01 per share of which 35,484.07 no shares have been are issued and are presently outstanding. (b) In accordance with Except as disclosed on Schedule 4.3 or in the Company’s 2023 Equity Incentive Plan (the “Plan”)Exchange Act Filings, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 or in the Exchange Act Filings, 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600). 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-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, 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 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 35,484.07 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 5,721 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 June 29, 2023”)validly reserved for issuance. Other than the shares reserved for issuance according to the Company’s shareholder list of June 29as 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 600). 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-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 Parent, as of immediately prior to the Closingdate hereof consists of 150,750,000 shares, is composed of (i) 10,000,000 which 150,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 86,271,402 shares having been of which are issued and currently outstanding, and 750,000 are shares of preferred stock, par value $0.01 per share of which 100,750 shares of preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 2023 Parent'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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance 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 the Parent 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 Parent'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 Parent's Certificate of Incorporation (the date hereof "Charter"). The Note Shares 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. When issued in compliance with the provisions of this AgreementAgreement and the Parent'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 600). 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-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 stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 35,000,000 Ordinary Shares nominal value NIS 4.00 per share, is composed of (i) 10,000,000 shares which, as of Common StockJune 30, with 100,000 shares having been 2006, 6,702,534 Ordinary Shares 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 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with Except as disclosed on Schedule 4.3, the Company’s 2023 Equity Incentive Plan (Exchange Act Filings or the “Plan”)Financial Statements, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list stock option plans; (ii) shares which may be granted pursuant to the Securities Purchase Agreement entered into by the Company and the Purchaser as of June September 29, 2023 2005 and except the Related Agreements (as defined therein); and (iii) shares which may be granted pursuant to this Agreement and the Related AgreementsAgreements (as defined 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 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, the Exchange Act Filings or the Financial Statements, 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 Ordinary 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 Ordinary Shares are as stated in the consummation Company’s Articles of Association (the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock“Articles”). The Preferred Note Shares and Warrant Shares shall have been been, on or before the Closing Date, duly and validly reserved for issuance. When issued in compliance with the provisions of this AgreementAgreement and the Company’s Articles, 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 state, federal and/or federal Israeli 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 600). 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-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 stockstock of the Company, as of immediately prior to the ClosingJanuary 12, is composed 2006 consists of (i) 10,000,000 100,000,000 shares of Common Stockcommon stock par value US$0.0001, with 100,000 shares having been of which 6,100,393 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 US$0.01 per share of which 35,484.07 279,134 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 12.3. (b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”)Except as disclosed on Schedule 12.3, other than: (i) As of the execution of the Agreement, there are 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 12.3, neither the offer or issuance 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 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 "Charter"). The Note Shares 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. 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 600). 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-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 stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 13,000,000 shares of Common Stockcommon stock, with 100,000 par value $.01 per share (the "COMMON STOCK"), of which 5,066,796 shares having been are issued and currently outstanding, 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, of which 35,484.07 1,141,553 shares have been are issued and are presently outstanding. (b. SCHEDULE 2.2(a) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As contains an accurate list of the execution name of the Agreement, there are 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers each stockholder 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no number of outstanding options, warrants, rights (including conversion or preemptive rights and rights shares of first refusal), proxy or stockholder agreements or agreements each class of any kind for the purchase or acquisition from capital stock of the Company held by such stockholder. All of any of its securities (c) All issued and the outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been capital stock of the Company are 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 were issued in accordance with the registration or qualification provisions of the Act, and 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 relevant state and/or federal securities laws or pursuant to valid exemptions therefrom. (b) Except as set forth herein or as otherwise required by such laws at on SCHEDULE 2.2(b), no preemptive rights, rights of first refusal or similar rights exist with respect to the time a transfer is proposed. The sale shares of capital stock of the Company and no such rights arise or become exercisable by virtue of or in connection with the transactions contemplated herein. No antidilution or similar rights arise by virtue of or in connection with the issuance and delivery of the Company Shares and or the subsequent Common Stock issuable upon conversion of the Shares into Preferred Shares are not and will not be subject to any preemptive rights or rights in accordance with the Certificate of first refusal that have not been properly waived or complied with. Incorporation (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"CONVERSION SHARES"). The Preferred Stock will be convertible at a conversion price per share of (USD 600). 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-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 Company has reserved 600,000 shares of Common Stock and Preferred Stockfor issuance under its 2001 Stock Option Plan (the "PLAN"), of which 169,350 are covered by option grants which are presently outstanding. Except as set forth on SCHEDULE 2.2(b) or as otherwise described in this paragraph (b), there are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements of any kind that could require the Company to issue or sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock). The Company has granted to Eli Rozen an option (the "ROZEN OPTION") to purchase 300,480 sha▇▇▇ ▇▇ ▇▇e Common Stock of the Company at an exercise price of $150,000, and has granted to Elie Housman an option (the "HOUSMAN OPTION") to purchase up to 4▇▇,▇▇▇ ▇▇▇▇▇s of the Common St▇▇▇ ▇▇ the Company at an exercise price of U.S. $0.966 per share. Neither the Rozen Option nor the Housman Option were granted pursuant to the Plan. Except as set forth ▇▇ ▇▇▇EDULE 2.2(B), the Company has no obligation to register any shares of its capital stock under the Act. Except as set forth on SCHEDULE 2.2(B), the Company is not obligated directly, indirectly or contingently to purchase or redeem any shares of its capital stock. (c) On or prior to the Closing, the Company and Supercom will have (i) converted all outstanding principal and accrued interest on approximately $1.42 million loaned from Supercom and all other intercompany indebtedness (other than as described in this paragraph (c)) of the Company and its Subsidiaries to Supercom into a contribution to the capital of the Company, (ii) sold all of the issued and outstanding common stock of Kromotek Inc. held by the Company to Supercom in exchange for conversion into a contribution to the capital of the Company by Supercom of $930,000 of principal and interest on Supercom's loan to the Company, (iii) issued and delivered the Stockholder Shares to Supercom in consideration of the foregoing contribution of capital of the Company (v) entered into a promissory note in the amount of $250,000 in favor of Supercom (the "Remaining Note") and (vi) Supercom will exchange 1,141,503 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"Exchanged Common Stock") for any 20 trading days within any 30-trading day period commencing after our initial business combination, 50% of converted common shares are the Stockholder Shares to be released from lock up and (i) delivered by Supercom to the remaining 50% Investor hereunder, the Exchanged Stockholder Shares will not be transferred, assigned, sold or released until six months after canceled on the date books of the consummation Company and Supercom shall execute deliver any instruments of our initial business combinationtransfer requested by the Company in connection with the transactions described in this subsection (the "REORGANIZATION").

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 75,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 27,350,795 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of “blank check” preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.0001 per share of which 35,484.07 no 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 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 600). 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-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 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 35,484.07 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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600i) 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-1 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. (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 shares of Common Stock, with 100,000 par value USD$[<<>>] per share, [X] 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 35,484.07 shares have been issued and are presently outstanding. (b) In accordance with Under the Company’s 2023 Equity Incentive Employee Share Option Plan (the “Plan”), (i) As [X] shares of the execution of the Agreement, there are 5,721 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 and conditions amounts set forth in at Exhibit D A. (the “Company’s shareholder list of June 29, 2023”). iii) Other than the as set forth on Exhibit A [and (b) warrants to purchase [X] shares reserved for issuance according to the Company’s shareholder list of June 29[Common] Stock], 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. (civ) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (ia) have been duly authorized and validly issued to the persons listed on Exhibit A hereto and are fully paid and nonassessable, non-assessable and (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 (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 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 issuanceCharter. When issued in compliance with the provisions of this AgreementAgreement and the Charter, the Shares and the Preferred 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 BylawsPurchaser; 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 is 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 600). 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-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 Parent, as of immediately prior to the Closingdate hereof consists of 50,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.005 per share, 13,601,052 shares having been of which are issued and currently outstandingoutstanding as of March 31, 2005, and 10,000,000 are shares of preferred stock, par value $0.01 per share of which no shares of preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the CompanyParent’s shareholder list of June 29, 2023 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 Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Notes or the Warrants, or the issuance of any of the Note Shares nor 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 Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (ciii) All issued and outstanding shares of the CompanyParent’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 Parent’s Certificate of Incorporation (the date hereof “Charter”). The Note Shares 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. When issued and paid for in compliance with the provisions of this AgreementAgreement and the Parent’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 600). 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-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 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 35,484.07 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 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 June 29, 2023”). Other than the shares reserved for issuance according to under the Company’s shareholder list of June 29, 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 600). 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-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 stockstock of the Company, as of immediately prior to the Closing, is composed Closings consists of (i) 10,000,000 200,000,000 shares of common stock, par value $0.001 per share, 28,644,522 shares of which are issued and outstanding (the “Common Stock, with 100,000 shares having been issued and currently outstanding”), and (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 $0.001 per share, (A) 1,000,000 of which 35,484.07 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 Closings; and (B) 13,000,000 of which are presently outstandingdesignated “Series B Preferred Stock”, 9,830,035 of which are issued and outstanding immediately prior to the Closings. Attached as Schedule 3.2(a) sets forth the capitalization of the Company immediately prior to the Closings. (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 5,721 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 June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 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 600i) 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-1 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.